Common use of Closing and Termination of Offering Clause in Contracts

Closing and Termination of Offering. Provided the 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 of the Subscription Agreement have been satisfied or waived 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 and the Placement Agent. At the Initial Closing, payment for the Units issued and sold by the Company shall be made against delivery of the Notes, 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 of 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 Transaction Documents are first made available to the Placement Agent by the Company for delivery in connection with the Offering for sale of the Units and shall continue until the earlier to occur of: (i) the sale of the Maximum Offering (including the Over-Allotment Securities); and (ii) June 18, 2002 provided, however, that if the Initial Closing occurs on or prior to June 18, 2002, the Offering Period automatically shall be extended until August 18, 2002. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date."

Closing and Termination of Offering. Provided the Minimum Offering shall have been subscribed for, all conditions to closing set forth in Section 3 of this the Agency Agreement and Article V and Article VI of the Subscription Agreement hereof have been satisfied or waived 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 Xxxxxx & Bruno, PLLC, 120 Wall Stxxxx000 Xxxx Xxxxxx, New YorkXxx Xxxx, New Yoxx Xxx Xxxx 00000 xxxxxx xxxxx within five (05) xxxxxxxx xxxx xhereafter 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 and the Placement Agent. At the Initial Closing, payment for the Units Notes and Warrants issued and sold by the Company shall be made against delivery of the Notes, Shares Notes 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 of the Subscription Agreement hereof and in Section 3 of this 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 Transaction Documents (as defined in the Agency Agreement) relating thereto are first made available to the Placement Agent by the Company for delivery in connection with the Offering offering for sale of the Units Notes and Warrants and shall continue until the earlier to occur of: (i) the sale of the Maximum Offering (including the Over-Allotment Securities); and (ii) June 185:00 p.m. (New York time), 2002 September 25, 2001; provided, however, that if the Initial Closing occurs on or prior to June 18Minimum Offering closes by September 25, 20022001, the Offering Period shall automatically shall be extended until August 18November 30, 20022001. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date."

Closing and Termination of Offering. Provided the Minimum Offering shall have been subscribed for, funds representing the sale thereof shall have cleared, all conditions to closing set forth in Section 3 of this the Agency Agreement and Article Articles V and Article VI of the Subscription Agreement hereof have been satisfied or waived 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, GusraeLoeb & Loeb, Kaplan & Bruno000 Xxxx Xxxxxx, PLLCXxx Xxxx, 120 Wall StxxxxXxx Xxxx 00000, New York, New Yoxx 00000 xxxxxx xxxxx within one (01) xxxxxxxx xxxx xhereafter business day thereafter (but in no event later than five (5) business days following the Termination Date, as defined below), which closing date may be accelerated or adjourned by agreement between the Company and the Placement Agent. At the Initial Closing, payment for the Units issued and sold by the Company shall be made against delivery of the Notes, Shares Notes and WarrantsWarrants comprising such Units. The Warrants shall be subject to the Warrant 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 of the Subscription Agreement hereof and in Section 3 of this 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 Transaction Documents (as defined in the Agency Agreement) relating thereto are first made available to the Placement Agent Commonwealth by the Company for delivery in connection with the Offering offering for sale of the Units and shall continue until the earlier to occur of: (i) the sale of the Maximum Offering (including the Over-Allotment Securities)Offering; and or (ii) June 185:00 p.m. (New York time) on September 7, 2002 provided2001, however, that if provided the Initial Closing occurs Minimum Offering has been completed on or prior to June 185:00 p.m. (New York time) on August 31, 20022001 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, 2001, the Offering Period automatically shall will be extended until August 18terminated and all funds received from Subscribers will be returned, 2002without 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 the Minimum Offering shall have been subscribed for, all any conditions to closing set forth in Section 3 of this Agreement and Article V and Article VI of the Subscription Agreement hereof have been satisfied or waived 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 StxxxxXxxx Xtreet, New York, New Yoxx Xxx Xxxx 00000 xxxxxx xxxxx xxxx (0) xxxxxxxx xxxx xhereafter 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 and the Placement Agent. At the Initial Closing, payment from the Escrow Account for the Units issued and sold by the Company shall be made against delivery of the Notes, Shares and Warrantsmade. 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 of the Subscription Agreement and in Section 3 of this Agreementhereof, 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 Transaction Offering Documents relating thereto are first made available to the Placement Agent by the Company for delivery in connection with the Offering offering for sale of the Units and shall continue until the earlier to occur of: (i) the sale of the Maximum Offering (including the Over-Allotment Securities)Offering; and (ii) June 185:00 p.m. (New York time), 2002 March 1, 2004 ; provided, however, that if the Initial Closing occurs on or prior to June 18Minimum Offering closes by March 1, 20022004, the Offering Period shall automatically shall be extended until August 18, 2002. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date."April 15,

Closing and Termination of Offering. Provided the 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 of the Subscription Agreement have been satisfied or waived 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 StxxxxStrxxx, New Xew York, New Yoxx Yorx 00000 xxxxxx xxxxx (0) xxxxxxxx xxxx xhereafter 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 and the Placement Agent. At the Initial Closing, payment for the Units issued and sold by the Company shall be made against delivery of the Notes, Preferred 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 of 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 Transaction Documents are first made available to the Placement Agent by the Company for delivery in connection with the Offering for sale of the Units and shall continue until the earlier to occur of: (i) the sale of the Maximum Offering (including the Over-Allotment Securities); and (ii) June 18January 15, 2002 2003, provided, however, that if the Initial Closing occurs on or prior to June 18January 15, 20022003, the Offering Period automatically shall be extended until August 18February 15, 20022003. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date."

Closing and Termination of Offering. Provided the Minimum Offering shall have been subscribed for, funds representing the sale thereof shall have cleared, all conditions to closing set forth in Section 3 of this the Agency Agreement and Article Articles V and Article VI of the Subscription Agreement hereof have been satisfied or waived 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, GusraePaul, Kaplan Hastings, Xxxxxxxx & BrunoXxxxxx LLP, PLLC000 Xxxxxxxxxx Xxxxxx, 120 Wall Stxxxx00xx Xxxxx, New YorkXxx Xxxxxxxxx, New Yoxx 00000 xxxxxx xxxxx Xxxxxxxxxx, within three (03) xxxxxxxx xxxx xhereafter business days thereafter (but in no event later than five (5) business days following the Preferred Termination Date), which closing date may be accelerated or adjourned by agreement between the Company and the Placement Agent. At the Initial Preferred Closing, payment for the Preferred Units issued and sold by the Company shall be made against delivery of the Notes, Preferred Shares and WarrantsPreferred 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 of the Subscription Agreement hereof and in Section 3 of this 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 Transaction Documents (as defined in the Agency Agreement) relating thereto are first made available to the Placement Agent [ ] by the Company for delivery in connection with the Offering offering for sale of the Preferred Units and shall continue until the earlier to occur of: (i) the sale of the Maximum Offering (including the Over-Allotment Securities)Offering; and or (ii) June 185:00 p.m. (New York time), 2002 providedApril 26, 2001. In any event, however, that if the Initial Closing occurs Placement Agent shall use its reasonable best efforts to close at least $3,000,000 of gross proceeds of the Offering by 11:59 p.m. (New York time) on or prior to June 18April 3, 20022001. If the Minimum Offering is not sold by 11:59 p.m. (New York time) on April 3, 2001, the Offering Period automatically shall will be extended until August 18terminated and all funds received from Subscribers will be returned, 2002without 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.