Common use of Closing and Termination of Offering Clause in Contracts

Closing and Termination of Offering. Provided that the required conditions to closing set forth in Article V and Article VI hereof have been satisfied or waived, a closing (the “Initial Closing”) shall take place at the offices of the Company as set forth herein or at such place as may otherwise be agreed to by the Company within 30 days of the receipt of the first cleared subscriber’s funds. The Company may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Article VI hereof, and each of which shall be deemed a “Closing” hereunder. The date of the last closing of the Offering is hereinafter referred to as the “Final Closing” and the date of any Closing hereunder is hereinafter referred to as a “Closing Date.” The offering period for the Offering shall commence on the day the Offering Document is first delivered to prospective Subscribers by the Company for delivery in connection with the offering for sale of the Shares and shall continue until the earlier to occur of: (i) the sale of the all of the Shares being offered pursuant to this Offering; and (ii) 5:00 p.m. (New York Time), November 15, 2013; provided, however, that (A) if all of the Shares have not been sold on or prior to November 15, 2013, this Offering may be extended for an additional ninety (90) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to November 15, 2013, upon the sole action of the Company. The day that the Offering Period terminates is hereinafter referred to as the “Termination Date.”

Closing and Termination of Offering. Provided that the required conditions to closing set forth in Article V and Article VI hereof have been satisfied or waived, a closing (the “Initial Closing”) shall take place at the offices of waived and neither the Company nor the Placement Agent have notified the other that they do not intend to effect an initial Closing, the Company may effectuate an initial Closing and subsequent Closings (as set forth herein or defined below) at such time and place as may otherwise be agreed to it so determines (but in no event later than five (5) business days following the Termination Date). At each closing, payment from the Escrow Account for the Units sold by the Company within 30 days of the receipt of the first cleared subscriber’s fundsshall be made. The Company and the Placement Agent may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Article VI hereof, and each of which shall be deemed a “"Closing” " hereunder. The date of the last closing of the Offering is hereinafter referred to as the “"Final Closing” " and the date of any Closing hereunder is hereinafter referred to as a “"Closing Date.” " The offering period for the Offering shall commence on the day the Offering Document is Documents relating thereto are first delivered made available to prospective Subscribers the Placement Agent by the Company for delivery in connection with the offering for sale of the Shares Units and shall continue until the earlier to occur of: (i) the sale of the all of the Shares being offered pursuant to this Maximum Offering; and (ii) 5:00 p.m. (New York Timetime), November June 15, 20132004; provided, however, that (A) if all of the Shares have not been sold on or prior to November 15, 2013, this Placement Agent may extend the Offering may be extended Period for an additional ninety sixty (9060) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to November 15, 2013, upon the sole action of the Companydays. The day that the Offering Period terminates is hereinafter referred to as the “"Termination Date.”"

Closing and Termination of Offering. Provided that the required Minimum Offering shall have been subscribed for, funds representing the sale thereof shall have cleared, all conditions to closing set forth in Article Section 3 of the Agency Agreement and Articles V and Article VI hereof have been satisfied or waivedwaived and neither the Company nor the Placement Agent have notified the other that they do not intend to effect the closing of the Minimum Offering, a closing (the “"Initial Closing”") shall take place at the offices of counsel to the Placement Agent, Loeb & Loeb, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, within one (1) business day thereafter (but in no event later than five days following the Termination Date, as defined below), which closing date may be accelerated or adjourned by agreement between the Company as set forth herein or at such place as may otherwise be agreed to and the Placement Agent. At the Initial Closing, payment for the Units issued and sold by the Company within 30 days shall be made against delivery of the receipt of Notes and Warrants comprising such Units. The Warrants shall be subject to the first cleared subscriber’s fundsWarrant Escrow Agreement. The Company and the Placement Agent may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article Articles V and Article VI hereofhereof and in Section 3 of the Agency Agreement, and each of which shall be deemed a “"Closing” " hereunder. The date of the last closing of the Offering is hereinafter referred to as the “"Final Closing” " and the date of any Closing hereunder is hereinafter referred to as a “"Closing Date.” ". The offering period for the Offering (the "Offering Period") shall commence on the day the Offering Document is Transaction Documents (as defined in the Agency Agreement) relating thereto are first delivered made available to prospective Subscribers Commonwealth by the Company for delivery in connection with the offering for sale of the Shares Units and shall continue until the earlier to occur of: (i) the sale of the all of the Shares being offered pursuant to this Maximum Offering; and or (ii) 5:00 p.m. (New York Time)time) on September 7, November 152001, 2013; provided, however, that (A) if all of provided the Shares have not Minimum Offering has been sold completed on or prior to November 155:00 p.m. (New York time) on August 31, 20132001 and Company has proceeded in good faith to complete the Bridge Financing on or prior to such date. If the Minimum Offering is not sold by 5:00 p.m. (New York time) on August 31, this 2001, the Offering may be extended for an additional ninety (90) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may will be terminated prior to November 15and all funds received from Subscribers will be returned, 2013, upon the sole action of the Companywithout interest and without any deduction. The day that the Offering Period terminates is hereinafter referred to as the “"Termination Date.”" The Termination Date may be extended for up to thirty (30) days by mutual agreement of the Placement Agent and the Company.

Closing and Termination of Offering. Provided that the required conditions to closing set forth in Article V and Article VI hereof have been satisfied or waived, a closing (the “Initial Closing”) shall take place at the offices of the Company as set forth herein or at such place as may otherwise be agreed to by the Company within 30 days of the receipt of the first cleared subscriber’s funds. The Company may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Article VI hereofherein, and each of which shall be deemed a “Closing” hereunder. The date of the last closing of the Offering is hereinafter referred to as the “Final Closing” and the date of any Closing hereunder is hereinafter referred to as a “Closing Date.” The offering period for the Offering shall commence on the day the Offering Document Subscription Agreement is first delivered to prospective Subscribers by the Company for delivery in connection with the offering for sale of the Shares and shall continue until the earlier to occur of: (i) the sale of the all of the Shares being offered pursuant to this Offering; and (ii) 5:00 p.m. (New York City Time), November 15on December 31, 20132021; provided, however, that (A) if all of the Shares have not been sold on or prior to November 15December 31, 20132021, this Offering may be extended for an additional ninety two hundred twenty five (90225) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to November 15December 31, 20132021, upon the sole action of the Company. The day that the Offering Period terminates is hereinafter referred to as the “Termination Date.”

Closing and Termination of Offering. Provided that the required Minimum Offering shall have been subscribed for, all conditions to closing set forth in Section 3 of the Agency Agreement and Article V and Article VI hereof have been satisfied or waivedwaived and neither the Company nor the Placement Agent have notified the other that they do not intend to effect the closing of the Minimum Offering, a closing (the “"Initial Closing”") shall take place at the offices of counsel to the Placement Agent, Gusrae, Xxxxxx & Bruno, PLLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 within five (5) business days thereafter (but in no event later than five (5) business days following the Termination Date), which closing date may be accelerated or adjourned by agreement between the Company as set forth herein or at such place as may otherwise be agreed to and the Placement Agent. At the Initial Closing, payment for the Notes and Warrants issued and sold by the Company within 30 days shall be made against delivery of the receipt of the first cleared subscriber’s fundsNotes and Warrants. The Company and the Placement Agent may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Article VI hereofhereof and in Section 3 of the Agency Agreement, and each of which shall be deemed a “"Closing” " hereunder. The date of the last closing of the Offering is hereinafter referred to as the “"Final Closing” " and the date of any Closing hereunder is hereinafter referred to as a “"Closing Date.” " The offering period for the Offering shall commence on the day the Offering Document is Transaction Documents (as defined in the Agency Agreement) relating thereto are first delivered made available to prospective Subscribers the Placement Agent by the Company for delivery in connection with the offering for sale of the Shares Notes and Warrants and shall continue until the earlier to occur of: (i) the sale of the all of Maximum Offering (including the Shares being offered pursuant to this OfferingOver-Allotment Securities); and (ii) 5:00 p.m. (New York Timetime), November 15September 25, 20132001; provided, however, that (A) if all of the Shares have not been sold on or prior to November 15Minimum Offering closes by September 25, 20132001, this the Offering may Period shall automatically be extended for an additional ninety (90) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to until November 1530, 2013, upon the sole action of the Company2001. The day that the Offering Period terminates is hereinafter referred to as the “"Termination Date.”"

Closing and Termination of Offering. Provided that the required conditions to closing set forth in Article V and Article VI hereof have been satisfied or waived, a closing (the “Initial Closing”) shall take place at the offices of the Company as set forth herein or at such place as may otherwise be agreed to by the Company within 30 days of the receipt of the first cleared subscriber’s funds. The Company may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Article VI hereof, and each of which shall be deemed a “Closing” hereunder. The date of the last closing of the Offering is hereinafter referred to as the “Final Closing” and the date of any Closing hereunder is hereinafter referred to as a “Closing Date.” The offering period for the Offering shall commence on the day the Offering Document is first delivered to prospective Subscribers by the Company for delivery in connection with the offering for sale of the Shares Units and shall continue until the earlier to occur of: (i) the sale of the all of the Shares Units being offered pursuant to this Offering; and (ii) 5:00 p.m. (New York Timetime), November 15Novmber 30, 20132007; provided, however, that (A) if all of the Shares Units have not been sold on or prior to November 1530, 20132007, this Offering may be extended for an additional ninety (90) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to November 1530, 20132007, upon the sole action of the Company. The day that the Offering Period terminates is hereinafter referred to as the “Termination Date.”

Closing and Termination of Offering. Provided that the required Minimum Offering shall have been subscribed for, all conditions to closing set forth in Section 3 of this Agreement and Article V and Article VI hereof of the Subscription Agreement have been satisfied or waivedwaived and neither the Company nor the Placement Agent have notified the other that they do not intend to effect the closing of the Minimum Offering, a closing (the “"Initial Closing”") shall take place at the offices of counsel to the Placement Agent, Gusrae, Kaplan & Bruno, PLLC, 120 Wall Strxxx, Xew York, New Yorx 00000 xxxxxx xxxxx (0) xxxxxxxx xxxx xxereafter (but in no event later than five (5) business days following the Termination Date), which closing date may be accelerated or adjourned by agreement between the Company as set forth herein or at such place as may otherwise be agreed to and the Placement Agent. At the Initial Closing, payment for the Units issued and sold by the Company within 30 days shall be made against delivery of the receipt of the first cleared subscriber’s fundsPreferred Shares and Warrants. The Company and the Placement Agent may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Article VI hereofof the Subscription Agreement and in Section 3 of this Agreement, and each of which shall be deemed a “"Closing” " hereunder. The date of the last closing of the Offering is hereinafter referred to as the “"Final Closing” " and the date of any Closing hereunder is hereinafter referred to as a “"Closing Date.” " The offering period for the Offering (the "Offering Period") shall commence on the day the Offering Document is Transaction Documents are first delivered made available to prospective Subscribers the Placement Agent by the Company for delivery in connection with the offering Offering for sale of the Shares Units and shall continue until the earlier to occur of: (i) the sale of the all of Maximum Offering (including the Shares being offered pursuant to this OfferingOver-Allotment Securities); and (ii) 5:00 p.m. (New York Time), November January 15, 2013; 2003, provided, however, that (A) if all of the Shares have not been sold Initial Closing occurs on or prior to November January 15, 20132003, this the Offering may Period automatically shall be extended for an additional ninety (90) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to November until February 15, 2013, upon the sole action of the Company2003. The day that the Offering Period terminates is hereinafter referred to as the “"Termination Date.”"

Closing and Termination of Offering. Provided that the required conditions to closing set forth in Article V and Article VI hereof have been satisfied or waived, a closing (the “Initial Closing”) shall take place at the offices of the Company as set forth herein or at such place as may otherwise be agreed to by the Company within 30 days of the receipt of the first cleared subscriber’s funds. The Company may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Article VI hereof, and each of which shall be deemed a “Closing” hereunder. The date of the last closing of the Offering is hereinafter referred to as the “Final Closing” and the date of any Closing hereunder is hereinafter referred to as a “Closing Date.” The offering period for the Offering shall commence on the day the Offering Document is first delivered to prospective Subscribers by the Company for delivery in connection with the offering for sale of the Shares Units and shall continue until the earlier to occur of: (i) the sale of the all of the Shares Units being offered pursuant to this Offering; and (ii) 5:00 p.m. (New York Time), November 15January 31, 20132009; provided, however, that (A) if all of the Shares Units have not been sold on or prior to November 15January 31, 20132009, this Offering may be extended for an additional ninety (90) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to November 15January 31, 20132009, upon the sole action of the Company. The day that the Offering Period terminates is hereinafter referred to as the “Termination Date.”

Closing and Termination of Offering. Provided that the required Minimum Offering shall have been subscribed for, any conditions to closing set forth in Article V and Article VI hereof have been satisfied or waivedwaived and neither the Company nor the Placement Agent have notified the other that they do not intend to effect the closing of the Minimum Offering, a closing (the “"Initial Closing”") shall take place at the offices of counsel to the Placement Agent, Gusrae, Kaplan & Bruno, PLLC, 120 Xxxx Xtreet, New York, Xxx Xxxx 00000 xxxxxx xxxx (0) xxxxxxxx days thereafter (but in no event later than five (5) business days following the Termination Date), which closing date may be accelerated or adjourned by agreement between the Company as set forth herein or at such place as may otherwise be agreed to and the Placement Agent. At the Initial Closing, payment from the Escrow Account for the Units sold by the Company within 30 days of the receipt of the first cleared subscriber’s fundsshall be made. The Company and the Placement Agent may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Article VI hereof, and each of which shall be deemed a “"Closing” " hereunder. The date of the last closing of the Offering is hereinafter referred to as the “"Final Closing” " and the date of any Closing hereunder is hereinafter referred to as a “"Closing Date.” " The offering period for the Offering shall commence on the day the Offering Document is Documents relating thereto are first delivered made available to prospective Subscribers the Placement Agent by the Company for delivery in connection with the offering for sale of the Shares Units and shall continue until the earlier to occur of: (i) the sale of the all of the Shares being offered pursuant to this Maximum Offering; and (ii) 5:00 p.m. (New York Timetime), November 15March 1, 20132004 ; provided, however, that (A) if all of the Shares have not been sold on or prior to November 15Minimum Offering closes by March 1, 20132004, this Offering may be extended for an additional ninety (90) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to November 15, 2013, upon the sole action of the Company. The day that the Offering Period terminates is hereinafter referred to as the “Termination Date.”shall automatically be extended until April 15,

Closing and Termination of Offering. Provided that the required conditions to closing set forth in Article V and Article VI hereof have been satisfied or waived, a closing (the “Initial Closing”) shall take place at the offices of the Company as set forth herein or at such place as may otherwise be agreed to by the Company within 30 days of the receipt of the first cleared subscriber’s funds. The Company may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Article VI hereof, and each of which shall be deemed a “Closing” hereunder. The date of the last closing of the Offering is hereinafter referred to as the “Final Closing” and the date of any Closing hereunder is hereinafter referred to as a “Closing Date.” The offering period for the Offering shall commence on the day the Offering Document is first delivered to prospective Subscribers by the Company for delivery in connection with the offering for sale of the Shares Units and shall continue until the earlier to occur of: (i) the sale of the all of the Shares Units being offered pursuant to this Offering; and (ii) 5:00 p.m. (New York City Time), November 15March 31, 20132012; provided, however, that (A) if all of the Shares Units have not been sold on or prior to November 15March 31, 20132012, this Offering may be extended for an additional ninety (90) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to November 15March 31, 20132012, upon the sole action of the Company. The day that the Offering Period terminates is hereinafter referred to as the “Termination Date.”

Closing and Termination of Offering. Provided that the required conditions to closing set forth in Article V and Article VI hereof have been satisfied or waived, a closing (the “Initial Closing”) shall take place at the offices of the Company as set forth herein or at such place as may otherwise be agreed to by the Company within 30 days of the receipt of the first cleared subscriber’s funds. The Company may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Article VI hereof, and each of which shall be deemed a “Closing” hereunder. The date of the last closing of the Offering is hereinafter referred to as the “Final Closing” and the date of any Closing hereunder is hereinafter referred to as a “Closing Date.” The offering period for the Offering shall commence on the day the Offering Document is first delivered to prospective Subscribers by the Company for delivery in connection with the offering for sale of the Shares Units and shall continue until the earlier to occur of: (i) the sale of the all of the Shares Units being offered pursuant to this Offering; and (ii) 5:00 p.m. (New York Timetime), November 15December 30, 20132008; provided, however, that (A) if all of the Shares Units have not been sold on or prior to November 15December 30, 20132008, this Offering may be extended for an additional ninety (90) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to November 15December 30, 20132008, upon the sole action of the Company. The day that the Offering Period terminates is hereinafter referred to as the “Termination Date.”

Closing and Termination of Offering. Provided that the required conditions to closing set forth in Article V and Article VI hereof have been satisfied or waived, a closing (the “Initial Closing”) shall take place at the offices of the Company as set forth herein or at such place as may otherwise be agreed to by the Company within 30 days of the receipt of the first cleared subscriber’s funds. The Company may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Article VI hereof, and each of which shall be deemed a “Closing” hereunder. The date of the last closing of the Offering is hereinafter referred to as the “Final Closing” and the date of any Closing hereunder is hereinafter referred to as a “Closing Date.” The offering period for the Offering shall commence on the day the Offering Document is first delivered to prospective Subscribers by the Company for delivery in connection with the offering for sale of the Shares Units and shall continue until the earlier to occur of: (i) the sale of the all of the Shares Units being offered pursuant to this Offering; and (ii) 5:00 p.m. (New York Timetime), November 15August 31, 20132009; provided, however, that (A) if all of the Shares Units have not been sold on or prior to November 15August 31, 20132009, this Offering may be extended for an additional ninety (90) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to November 15August 31, 20132009, upon the sole action of the Company. The day that the Offering Period terminates is hereinafter referred to as the “Termination Date.”

Closing and Termination of Offering. Provided that the required conditions to closing set forth in Article V and Article VI hereof have been satisfied or waived, a closing (the “Initial Closing”) shall take place at the offices of the Company as set forth herein or at such place as may otherwise be agreed to by the Company within 30 days of the receipt of the first cleared subscriber’s funds. The Company may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Article VI hereof, and each of which shall be deemed a “Closing” hereunder. The date of the last closing of the Offering is hereinafter referred to as the “Final Closing” and the date of any Closing hereunder is hereinafter referred to as a “Closing Date.” The offering period for the Offering shall commence on the day the Offering Document is first delivered to prospective Subscribers by the Company for delivery in connection with the offering for sale of the Shares Units and shall continue until the earlier to occur of: (i) the sale of the all of the Shares Units being offered pursuant to this Offering; and (ii) 5:00 p.m. (New York City Time), November 15August 31, 20132008; provided, however, that (A) if all of the Shares Units have not been sold on or prior to November 15August 31, 20132008, this Offering may be extended for an additional ninety (90) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to November 15August 31, 20132008, upon the sole action of the Company. The day that the Offering Period terminates is hereinafter referred to as the “Termination Date.”

Closing and Termination of Offering. Provided that the required conditions to closing set forth in Article V and Article VI hereof have been satisfied or waived, a closing (the “Initial Closing”) shall take place at the offices of the Company as set forth herein or at such place as may otherwise be agreed to by the Company within 30 days of the receipt of the first cleared subscriber’s funds. The Company may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Article VI hereof, and each of which shall be deemed a “Closing” hereunder. The date of the last closing of the Offering is hereinafter referred to as the “Final Closing” and the date of any Closing hereunder is hereinafter referred to as a “Closing Date.” The offering period for the Offering shall commence on the day the Offering Document is first delivered to prospective Subscribers by the Company for delivery in connection with the offering for sale of the Shares B Preferred and shall continue until the earlier to occur of: (i) the sale of the all of the Shares B Preferred being offered pursuant to this Offering; and (ii) 5:00 p.m. (New York Time), November 15April 30, 20132021; provided, however, that (A) if all of the Shares B Preferred have not been sold on or prior to November 15April 30, 20132021, this Offering may be extended for an additional ninety (90) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to November 15April 26, 20132021, upon the sole action of the Company. The day that the Offering Period terminates is hereinafter referred to as the “Termination Date.”

Closing and Termination of Offering. Provided that the required conditions to closing set forth in Article V and Vand Article VI hereof have been satisfied or waived, a closing (the “Initial Closing”) shall take place at the offices of the Company as set forth herein or at such place as may otherwise be agreed to by the Company within 30 days of the receipt of the first cleared subscriber’s funds. The Company may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Vand Article VI hereof, and each of which shall be deemed a “Closing” hereunder. The date of the last closing of the Offering is hereinafter referred to as the “Final Closing” and the date of any Closing hereunder is hereinafter referred to as a “Closing Date.” The offering period for the Offering shall commence on the day the Offering Document is first delivered to prospective Subscribers by the Company for delivery in connection with the offering for sale of the Shares Units and shall continue until the earlier to occur of: (i) the sale of the all of the Shares Units being offered pursuant to this Offering; and (ii) 5:00 p.m. (New York Timetime), November 15August 31, 20132007; provided, however, that (A) if all of the Shares Units have not been sold on or prior to November 15August 31, 20132007, this Offering may be extended for an additional ninety (90) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to November 15August 31, 20132007, upon the sole action of the Company. The day that the Offering Period terminates is hereinafter referred to as the “Termination Date.”

Closing and Termination of Offering. Provided that the required conditions to closing set forth in Article V and Article VI hereof have been satisfied or waived, a closing (the “Initial Closing”) shall take place at the offices of waived and neither the Company nor the Placement Agent have notified the other that they do not intend to effect an initial Closing, the Company may effectuate an initial Closing and subsequent Closings (as set forth herein or defined below) at such time and place as may otherwise be agreed to it so determines (but in no event later than five (5) business days following the Termination Date). At each closing, payment from the Escrow Account for the Units sold by the Company within 30 days of the receipt of the first cleared subscriber’s fundsshall be made. The Company and the Placement Agent may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Article VI hereof, and each of which shall be deemed a “"Closing” " hereunder. The date of the last closing of the Offering is hereinafter referred to as the “"Final Closing” " and the date of any Closing hereunder is hereinafter referred to as a “"Closing Date.” " The offering period for the Offering shall commence on the day the Offering Document is Documents relating thereto are first delivered made available to prospective Subscribers the Placement Agent by the Company for delivery in connection with the offering for sale of the Shares Units and shall continue until the earlier to occur of: (i) the sale of all ten (10) Units in the all of the Shares being offered pursuant to this Offering; and (ii) 5:00 p.m. (New York Timetime), November 15January 31, 20132005; provided, however, that (A) if all of the Shares have not been sold on or prior to November 15, 2013, this Placement Agent may extend the Offering may be extended Period for an additional ninety thirty (9030) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to November 15, 2013, upon the sole action of the Companydays. The day that the Offering Period terminates is hereinafter referred to as the “"Termination Date.”"

Closing and Termination of Offering. Provided that the required conditions to closing set forth in Article V and Article VI hereof have been satisfied or waived, a closing (the “Initial Closing”) shall take place at the offices of the Company as set forth herein or at such place as may otherwise be agreed to by the Company within 30 days of the receipt of the first cleared subscriber’s funds. The Company may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Article VI hereof, and each of which shall be deemed a “Closing” hereunder. The date of the last closing of the Offering is hereinafter referred to as the “Final Closing” and the date of any Closing hereunder is hereinafter referred to as a “Closing Date.” The offering period for the Offering shall commence on the day the Offering Document is first delivered to prospective Subscribers by the Company for delivery in connection with the offering for sale of the Shares and shall continue until the earlier to occur of: (i) the sale of the all of the Shares being offered pursuant to this Offering; and (ii) 5:00 p.m. (New York City Time), November 15June 30, 20132018; provided, however, that (A) if all of the Shares have not been sold on or prior to November 15June 30, 20132018, this Offering may be extended for an additional ninety (90) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to November 15June 30, 20132018, upon the sole action of the Company. The day that the Offering Period terminates is hereinafter referred to as the “Termination Date.”

Closing and Termination of Offering. Provided that the required conditions to closing set forth in Article V and Article VI hereof have been satisfied or waived, a closing (the “Initial Closing”) shall take place at the offices of the Company as set forth herein or at such place as may otherwise be agreed to by the Company within 30 days of the receipt of the first cleared subscriber’s funds. The Company may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Article VI hereof, and each of which shall be deemed a “Closing” hereunder. The date of the last closing of the Offering is hereinafter referred to as the “Final Closing” and the date of any Closing hereunder is hereinafter referred to as a “Closing Date.” The offering period for the Offering shall commence on the day the Offering Document is first delivered to prospective Subscribers by the Company for delivery in connection with the offering for sale of the Shares Units and shall continue until the earlier to occur of: (i) the sale of the all of the Shares Units being offered pursuant to this Offering; and (ii) 5:00 p.m. (New York City Time), November 15March 31, 20132009; provided, however, that (A) if all of the Shares Units have not been sold on or prior to November 15March 31, 20132009, this Offering may be extended for an additional ninety (90) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to November 15March 31, 20132009, upon the sole action of the Company. The day that the Offering Period terminates is hereinafter referred to as the “Termination Date.”

Closing and Termination of Offering. Provided that the required Minimum Offering shall have been subscribed for, all conditions to closing set forth in Section 3 of this Agreement and Article V and Article VI hereof of the Subscription Agreement have been satisfied or waivedwaived and neither the Company nor the Placement Agent have notified the other that they do not intend to effect the closing of the Minimum Offering, a closing (the “"Initial Closing”") shall take place at the offices of counsel to the Placement Agent, Gusrae, Kaplan & Bruno, PLLC, 120 Wall Stxxxx, New York, New Yoxx 00000 xxxxxx xxxxx (0) xxxxxxxx xxxx xhereafter (but in no event later than five (5) business days following the Termination Date), which closing date may be accelerated or adjourned by agreement between the Company as set forth herein or at such place as may otherwise be agreed to and the Placement Agent. At the Initial Closing, payment for the Units issued and sold by the Company within 30 days shall be made against delivery of the receipt of the first cleared subscriber’s fundsNotes, Shares and Warrants. The Company and the Placement Agent may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article V and Article VI hereofof the Subscription Agreement and in Section 3 of this Agreement, and each of which shall be deemed a “"Closing” " hereunder. The date of the last closing of the Offering is hereinafter referred to as the “"Final Closing” " and the date of any Closing hereunder is hereinafter referred to as a “"Closing Date.” " The offering period for the Offering (the "Offering Period") shall commence on the day the Offering Document is Transaction Documents are first delivered made available to prospective Subscribers the Placement Agent by the Company for delivery in connection with the offering Offering for sale of the Shares Units and shall continue until the earlier to occur of: (i) the sale of the all of Maximum Offering (including the Shares being offered pursuant to this OfferingOver-Allotment Securities); and (ii) 5:00 p.m. (New York Time)June 18, November 15, 2013; 2002 provided, however, that (A) if all of the Shares have not been sold Initial Closing occurs on or prior to November 15June 18, 20132002, this the Offering may Period automatically shall be extended for an additional ninety (90) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may be terminated prior to November 15until August 18, 2013, upon the sole action of the Company2002. The day that the Offering Period terminates is hereinafter referred to as the “"Termination Date.”"

Closing and Termination of Offering. Provided that the required Minimum Offering shall have been subscribed for, funds representing the sale thereof shall have cleared, all conditions to closing set forth in Article Section 3 of the Agency Agreement and Articles V and Article VI hereof have been satisfied or waivedwaived and neither the Company nor the Placement Agent have notified the other that they do not intend to effect the closing of the Minimum Offering, a closing (the “"Initial Preferred Closing”") shall take place at the offices of counsel to the Placement Agent, Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, within three (3) business days thereafter (but in no event later than five days following the Preferred Termination Date), which closing date may be accelerated or adjourned by agreement between the Company as set forth herein or at such place as may otherwise be agreed to and the Placement Agent. At the Initial Preferred Closing, payment for the Preferred Units issued and sold by the Company within 30 days shall be made against delivery of the receipt of the first cleared subscriber’s fundsPreferred Shares and Preferred Warrants comprising such Preferred Units. The Company and the Placement Agent may consummate subsequent closings of the Offering, upon mutual agreement only, each of which shall be subject to satisfaction or waiver of the conditions to closing set forth in Article Articles V and Article VI hereofhereof and in Section 3 of the Agency Agreement, and each of which shall be deemed a “"Preferred Closing” " hereunder. The date of the last closing of the Offering is hereinafter referred to as the “"Final Closing” " and the date of any Preferred Closing hereunder is hereinafter referred to as a “"Closing Date.” ". The offering period for the Offering (the "Preferred Offering Period") shall commence on the day the Offering Document is Transaction Documents (as defined in the Agency Agreement) relating thereto are first delivered made available to prospective Subscribers [ ] by the Company for delivery in connection with the offering for sale of the Shares Preferred Units and shall continue until the earlier to occur of: (i) the sale of the all of the Shares being offered pursuant to this Maximum Offering; and or (ii) 5:00 p.m. (New York Timetime), November 15April 26, 2013; provided2001. In any event, however, that (A) if all the Placement Agent shall use its reasonable best efforts to close at least $3,000,000 of gross proceeds of the Shares have Offering by 11:59 p.m. (New York time) on April 3, 2001. If the Minimum Offering is not been sold by 11:59 p.m. (New York time) on or prior to November 15April 3, 20132001, this the Offering may be extended for an additional ninety (90) days by the Company and for additional 90 day periods thereafter in its sole discretion and (B) this Offering may will be terminated prior to November 15and all funds received from Subscribers will be returned, 2013, upon the sole action of the Companywithout interest and without any deduction. The day that the Preferred Offering Period terminates is hereinafter referred to as the “"Preferred Termination Date.”" The Preferred Termination Date may be extended for up to thirty (30) days by mutual agreement of the Placement Agent and the Company.