Common use of Closing Conditions; Deliveries Clause in Contracts

Closing Conditions; Deliveries. (a) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Note duly executed by the Company; (iii) the Warrant duly executed by the Company; and (iv) the Registration Rights Agreement duly executed by the Company. (b) On the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Note Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser. (c) The obligations of the parties are subject to the following additional conditions: (i) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date and all covenants of the other party shall have been performed if due prior to such date. (ii) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Notes at the Closing. (iii) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (iv) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person to issue the Notes, the Note Shares, the Warrant or Warrant Shares which consent or approval shall not have been obtained (except as may otherwise be provided in this Agreement).

Closing Conditions; Deliveries. (a) On As a condition to each of the Purchaser’s obligations hereunder, on each Closing DateDate (unless otherwise noted below), the Company shall deliver or cause to be delivered to each such Purchaser the following: (i) this Agreement duly executed by the CompanyCompany (on the date of the Initial Closing only); (ii) the Note duly executed a certificate evidencing that number of Shares equal to such Purchaser's Subscription Amount (for that number of Shares as are being purchased by such Purchaser at such Closing) divided by the Company;Per Share Purchase Price as set forth on such Purchaser’s signature page hereto, registered in the name of such Purchaser; and (iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire that number of Warrant duly executed Shares (that are being purchased by the Company; and (iv) the Registration Rights Agreement duly executed by the Companysuch Purchaser at such Closing), as set forth on such Purchaser’s signature page hereto. (b) On As a condition to the Company’s obligations hereunder, on each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Note 's Subscription Amount (for that number of Shares as are being purchased by such Purchaser at such Closing) by wire transfer of immediately available funds to the account as specified of the Company in writing by accordance with the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser’s written wire transfer instructions as set forth in Schedule 1 hereto. (c) The As a condition to a party’s (the Company’s or each Purchaser’s, as the case may be) obligations of the parties are subject to the following additional conditions: (i) All hereunder, all representations and warranties of the other party (the Purchasers or the Company, as the case may be) contained herein shall remain be true and correct in all material respects as of each Closing Date. (d) As a condition to a party’s (the Closing Date Company’s or each Purchaser’s, as the case may be) obligations hereunder, all obligations, covenants and all covenants agreements of the other party (the Purchasers or the Company, as the case may be) required to be performed, satisfied or complied with at or prior to each Closing Date shall have been performed if due prior to performed, satisfied or complied with as of such dateClosing Date. (iie) From the date hereof As a condition to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension respective obligations hereto of trading of limited duration agreed to by each Purchaser and the Company, which suspension any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities required for the consummation of the transactions contemplated hereby shall have been obtained or made and shall be terminated prior to the Closing)in full force and effect and all waiting periods required by United States and other applicable law shall have expired, andif any, at and no provision of any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Principal Market, nor shall a banking moratorium have been declared either by the applicable United States or New York State authorities nor other law and no judgment, injunction, order or decree of any governmental entity shall there have occurred any material outbreak or escalation prohibit the purchase and sale of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Notes at the Closing. (iii) There shall not then be in effect any legal or other order enjoining or restraining the transactions Securities as contemplated by this AgreementAgreement on each Closing Date. (iv) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person to issue the Notes, the Note Shares, the Warrant or Warrant Shares which consent or approval shall not have been obtained (except as may otherwise be provided in this Agreement).

Closing Conditions; Deliveries. (a) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Note duly executed a certificate evidencing a number of Shares equal to such Purchaser's Subscription Amount divided by the CompanyPer Share Purchase Price, registered in the name of such Purchaser; (iii) a Warrant, registered in the Warrant duly executed by name of such Purchaser, pursuant to which such Purchaser shall have the Companyright to acquire up to the number of shares of Common Stock equal to 50% of the Shares to be issued to such Purchaser at the Closing; and--------- (2) 115% of the average of the 5 Closing Prices immediately prior to the date hereof. (iv) the Registration Rights Agreement duly executed by the Company; and (v) a legal opinion of Company Counsel, in the form of EXHIBIT B attached hereto. (b) On the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Note 's Subscription Amount by wire transfer to the account as specified in writing by of the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser. (c) The obligations of the parties are subject to the following additional conditions: (i) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date Date. (d) All obligations, covenants and all covenants agreements of the other party parties required to be performed at or prior to the Closing Date shall have been performed if due prior to such dateperformed. (iie) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)Commission, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Principal Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Notes Shares at the such Closing. (iii) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (iv) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person to issue the Notes, the Note Shares, the Warrant or Warrant Shares which consent or approval shall not have been obtained (except as may otherwise be provided in this Agreement).

Closing Conditions; Deliveries. (a) On As a condition to each of the Purchaser’s obligations hereunder, on each Closing DateDate (unless otherwise noted below), the Company shall deliver or cause to be delivered to each such Purchaser the following: (i) this Agreement duly executed by the Company;Company (on the date of the Initial Closing only); and (ii) the Note duly executed a certificate or DRS statement evidencing that number of Shares equal to such Purchaser's Subscription Amount (for that number of Shares as are being purchased by such Purchaser at such Closing) divided by the Company; (iii) Per Share Purchase Price as set forth on such Purchaser’s signature page hereto, registered in the Warrant duly executed by the Company; and (iv) the Registration Rights Agreement duly executed by the Companyname of such Purchaser. (b) On As a condition to the Company’s obligations hereunder, on each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Note 's Subscription Amount (for that number of Shares as are being purchased by such Purchaser at such Closing) by wire transfer of immediately available funds to the account as specified of the Company in writing by accordance with the Company’s written wire transfer instructions as set forth in Schedule 1 hereto; and (iii) a Purchaser Questionnaire in the Registration Rights Agreement duly executed by such Purchaser.form attached hereto as Appendix I (the “Purchaser Questionnaire”); (c) The As a condition to a party’s (the Company’s or each Purchaser’s, as the case may be) obligations of the parties are subject to the following additional conditions: (i) All hereunder, all representations and warranties of the other party (the Purchasers or the Company, as the case may be) contained herein shall remain be true and correct in all material respects as of each Closing Date. (d) As a condition to a party’s (the Closing Date Company’s or each Purchaser’s, as the case may be) obligations hereunder, all obligations, covenants and all covenants agreements of the other party shall have been performed if due prior to such date. (ii) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by Purchasers or the Company, which suspension shall as the case may be) required to be terminated prior to the Closing)performed, and, satisfied or complied with at any time or prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets Date shall not have been suspended performed, satisfied or limitedcomplied with as of each Closing Date. (e) As a condition to the respective obligations hereto of each Purchaser and the Company, any approvals or minimum prices authorizations of all United States and other governmental, regulatory or judicial authorities required for the consummation of the transactions contemplated hereby shall not have been established on securities whose trades are reported obtained or made and shall be in full force and effect and all waiting periods required by such serviceUnited States and other applicable law shall have expired, or on if any, and no provision of any Principal Market, nor shall a banking moratorium have been declared either by the applicable United States or New York State authorities nor other law and no judgment, injunction, order or decree of any governmental entity shall there have occurred any material outbreak or escalation prohibit the purchase and sale of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Notes at the Closing. (iii) There shall not then be in effect any legal or other order enjoining or restraining the transactions Securities as contemplated by this AgreementAgreement on each Closing Date. (iv) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person to issue the Notes, the Note Shares, the Warrant or Warrant Shares which consent or approval shall not have been obtained (except as may otherwise be provided in this Agreement).

Closing Conditions; Deliveries. (a) On the Closing Date, the Company shall deliver or cause to be delivered to the Escrow Agent with respect to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Note duly executed a number of Shares equal to such Purchaser's Subscription Amount divided by the CompanyPer Share Purchase Price registered in the name of such Purchaser; (iii) a Warrant, registered in the Warrant duly executed by name of such Purchaser, pursuant to which such Purchaser shall have the Company; andright to acquire up to the number of shares of Common Stock equal to 35% of the Shares to be issued to such Purchaser at the Closing; (iv) the Registration Rights Agreement duly executed by the Company; (v) the Escrow Agreement duly executed by the Company; and (vi) a legal opinion of Company Counsel, in the form of EXHIBIT C attached hereto. (b) On the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Escrow Agent the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Note 's Subscription Amount by wire transfer to the account as specified in writing of the Escrow Agent; (iii) the Escrow Agreement duly executed by the Companysuch Purchaser; and (iiiiv) the Registration Rights Agreement duly executed by such Purchaser. (c) The obligations of the parties are subject to the following additional conditions: (i) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date and all covenants of the other party shall have been performed if due prior to such date. (iid) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Principal Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Notes Shares at the Closing. (iii) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (iv) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person to issue the Notes, the Note Shares, the Warrant or Warrant Shares which consent or approval shall not have been obtained (except as may otherwise be provided in this Agreement).

Closing Conditions; Deliveries. (a) On At the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a copy of the Note duly executed irrevocable instructions to the Company's transfer agent instructing the transfer agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser's Subscription Amount divided by the CompanyPer Share Purchase Price, registered in the name of such Purchaser; (iii) a copy of a Warrant, registered in the Warrant duly executed by name of such Purchaser, pursuant to which such Purchaser shall have the Company; andright to acquire up to the number of shares of Common Stock equal to 30% of the Shares to be issued to such Purchaser at the Closing; (iv) the Registration Rights Agreement duly executed by the Company; and (v) a legal opinion of Company Counsel, in the form of Exhibit B attached hereto. (b) On At the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Note 's Subscription Amount by wire transfer to the account of the Company as specified provided to the Purchasers in writing by prior to the CompanyClosing Date; and (iii) the Registration Rights Agreement duly executed by such Purchaser. (c) The obligations of the parties are subject to the following additional conditions: (i) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date and all covenants Date. (d) As of the other party Closing Date, there shall have been performed if due prior no Material Adverse Effect with respect to such datethe Company since the date hereof. (iie) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Principal Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Notes Shares at the Closing. ARTICLE III. (iii) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (iv) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person to issue the Notes, the Note Shares, the Warrant or Warrant Shares which consent or approval shall not have been obtained (except as may otherwise be provided in this Agreement).

Closing Conditions; Deliveries. (a) On At the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a copy of the Note duly executed irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the CompanyPer Share Purchase Price, registered in the name of such Purchaser; (iii) a copy of a Warrant, registered in the Warrant duly executed by name of such Purchaser, pursuant to which such Purchaser shall have the Company; andright to acquire up to the number of shares of Common Stock equal to 25% of the Shares to be issued to such Purchaser at the Closing; (iv) the Registration Rights Agreement duly executed by the Company; and (v) a legal opinion of Company Counsel, in the form of Exhibit B attached hereto. (b) On At the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Note 's Subscription Amount by wire transfer to the account of the Company as specified provided to the Purchasers in writing by prior to the CompanyClosing Date; and (iii) the Registration Rights Agreement duly executed by such Purchaser. (c) The obligations of the parties are subject to the following additional conditions: (i) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date and all covenants Date. (d) As of the other party Closing Date, there shall have been performed if due prior no Material Adverse Effect with respect to such datethe Company since the date hereof. (iie) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Principal Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Notes Shares at the Closing. (iii) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (iv) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person to issue the Notes, the Note Shares, the Warrant or Warrant Shares which consent or approval shall not have been obtained (except as may otherwise be provided in this Agreement).

Closing Conditions; Deliveries. (a) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a copy of the Note duly executed irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver, on an expedited basis, a certificate evidencing the number of Shares equal to such Purchaser’s Subscription Amount divided by the Company; (iii) Per Share Purchase Price, registered in the Warrant duly executed by the Companyname of such Purchaser; and (iviii) the Registration Rights Agreement duly executed by the Company. (b) On the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Note Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser. (c) The obligations of the parties are subject to the following additional conditions: (i) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date and all covenants of the other party shall have been performed if due prior to such date. (ii) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets the NASDAQ Stock Market shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Notes Shares at the Closing. (iii) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (iv) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person to issue the Notes, the Note Shares, the Warrant or Warrant Shares which consent or approval shall not have been obtained (except as may otherwise be provided in this Agreement).

Closing Conditions; Deliveries. (a) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a copy of the Note duly executed irrevocable instructions to the Company's transfer agent instructing the transfer agent to deliver, on an expedited basis, a certificate evidencing the number of Shares equal to such Purchaser's Subscription Amount divided by the Company; (iii) Per Share Purchase Price, registered in the Warrant duly executed by the Companyname of such Purchaser; and (iviii) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Counsel the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Note 's Subscription Amount by wire transfer of immediately available funds to the account as specified in writing by the Company; and; (iii) the Registration Rights Agreement duly executed by such Purchaser; and (iv) a subscriber questionnaire. (c) The obligations of the parties are subject to the following additional conditions: (i) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date and all covenants of the other party shall have been performed if due prior to such date. (iid) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Notes at the Closing. (iii) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (iv) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person to issue the Notes, the Note Shares, the Warrant or Warrant Shares which consent or approval shall not have been obtained (except as may otherwise be provided in this Agreement).

Closing Conditions; Deliveries. (a) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Convertible Note equal to such Purchaser's Subscription Amount in the Note duly executed by the Company;name of such Purchaser; and (iii) a Warrant, registered in the Warrant duly executed by name of such Purchaser, pursuant to which such Purchaser shall have the Company; and (iv) right to acquire up to the Registration Rights Agreement duly executed by number of shares of Common Stock equal to 50% of the CompanyShares to be issued to such Purchaser at the Closing at a price of $.21 per share and the number of shares of Common Stock equal to 50% of the Shares to be issued to such Purchaser at the Closing at a price of $.315 per share, subject to adjustment as set forth in the definition of warrant, above. (b) On the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Note 's Subscription Amount by wire transfer to the account as specified in writing by of the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser. (c) The obligations of the parties are subject to the following additional conditions: (i) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date Date. (d) All obligations, covenants and all covenants agreements of the other party parties required to be performed at or prior to the Closing Date shall have been performed if due prior to such dateperformed. (iie) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)Commission, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Principal Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Notes Shares at the such Closing. (iii) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (iv) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person to issue the Notes, the Note Shares, the Warrant or Warrant Shares which consent or approval shall not have been obtained (except as may otherwise be provided in this Agreement).

Closing Conditions; Deliveries. (a) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a copy of the Note duly executed irrevocable instructions to the Company's transfer agent instructing the transfer agent to deliver, on an expedited basis, a certificate evidencing the number of Shares equal to such Purchaser's Subscription Amount divided by the Company; (iii) Per Share Purchase Price, registered in the Warrant duly executed by the Companyname of such Purchaser; and (iviii) the Registration Rights Agreement duly executed by the Company. (b) On the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Note 's Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser. (c) The obligations of the parties are subject to the following additional conditions: (i) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date and all covenants of the other party shall have been performed if due prior to such date. (ii) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Notes Shares at the Closing. (iii) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (iv) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person to issue the Notes, the Note Shares, the Warrant or Warrant Shares which consent or approval shall not have been obtained (except as may otherwise be provided in this Agreement).

Closing Conditions; Deliveries. (a) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Note duly executed a certificate evidencing a number of Shares equal to such Purchaser's Subscription Amount divided by the CompanyPer Share Purchase Price, registered in the name of such Purchaser; (iii) a Warrant, registered in the Warrant duly executed by name of such Purchaser, pursuant to which such Purchaser shall have the Company; andright to acquire up to the number of shares of Common Stock equal to 50% of the Shares to be issued to such Purchaser at the Closing; (iv) the Registration Rights Agreement duly executed by the Company; and (v) a legal opinion of Company Counsel, in the form of EXHIBIT B attached hereto. (b) On the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Note 's Subscription Amount by wire transfer to the account as specified in writing by of the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser. (c) The obligations of the parties are subject to the following additional conditions: (i) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date Date. (d) All obligations, covenants and all covenants agreements of the other party parties required to be performed at or prior to the Closing Date shall have been performed if due prior to such dateperformed. (iie) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)Commission, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Principal Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Notes Shares at the such Closing. (iii) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (iv) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person to issue the Notes, the Note Shares, the Warrant or Warrant Shares which consent or approval shall not have been obtained (except as may otherwise be provided in this Agreement).

Closing Conditions; Deliveries. (a) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a copy of the Note duly executed irrevocable instructions to the Company's transfer agent instructing the transfer agent to deliver, on an expedited basis, a certificate evidencing the number of Shares equal to such Purchaser's Subscription Amount divided by the Company;Per Share Purchase Price, registered in the name of such Purchaser; and (iii) the Warrant Registration Rights Agreement duly executed by the Company; and (iv) the Registration Rights Agreement Warrant to purchase common stock duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Counsel the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Note 's Subscription Amount by wire transfer of immediately available funds to the account as specified in writing by the Company; and; (iii) the Registration Rights Agreement duly executed by such Purchaser; and (iv) a subscriber questionnaire. (c) The obligations of the parties are subject to the following additional conditions: (i) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date and all covenants of the other party shall have been performed if due prior to such date. (iid) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Notes at the Closing. (iii) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (iv) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person to issue the Notes, the Note Shares, the Warrant or Warrant Shares which consent or approval shall not have been obtained (except as may otherwise be provided in this Agreement).

Closing Conditions; Deliveries. (a) On At the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a copy of the Note duly executed irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the CompanyPer Share Purchase Price, registered in the name of such Purchaser; (iii) a copy of a Warrant, registered in the Warrant duly executed by name of such Purchaser, pursuant to which such Purchaser shall have the Company; andright to acquire up to the number of shares of Common Stock equal to 20% of the Shares to be issued to such Purchaser at the Closing; (iv) the Registration Rights Agreement duly executed by the Company; and (v) a legal opinion of Company Counsel, in the form of Exhibit B attached hereto. (bvi) On At the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (ivii) this Agreement duly executed by such Purchaser; (iiviii) such Purchaser’s Note Subscription Amount by wire transfer to the account of the Company as specified provided to the Purchasers in writing by prior to the CompanyClosing Date; and (iiiix) the Registration Rights Agreement duly executed by such Purchaser. (c) The obligations of the parties are subject to the following additional conditions: (ib) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date and all covenants Date. (c) As of the other party Closing Date, there shall have been performed if due prior no Material Adverse Effect with respect to such datethe Company since the date hereof. (iid) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Principal Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Notes Shares at the Closing. (iii) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (iv) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person to issue the Notes, the Note Shares, the Warrant or Warrant Shares which consent or approval shall not have been obtained (except as may otherwise be provided in this Agreement).

Closing Conditions; Deliveries. (a) On the first Closing Date, date the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Note duly executed a certificate evidencing a number of Shares equal to such Purchaser's Subscription Amount divided by the CompanyPer Share Purchase Price, registered in the name of such Purchaser; (iii) the Warrant duly executed by the Company; and (iv) the Registration Rights Agreement duly executed by the Company. (b) On the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Note 's Subscription Amount by wire transfer to the account as specified in writing by of the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser. (c) The obligations of the parties are subject to the following additional conditions: (i) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date Date. (d) All obligations, covenants and all covenants agreements of the other party parties required to be performed at or prior to the Closing Date shall have been performed if due prior to such dateperformed. (iie) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)Commission, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Principal Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Notes Shares at the such Closing. (iiif) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (iv) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person to issue the NotesOn each subsequent Closing Date, the Note Sharescompany shall deliver to the Purchaser a certificate evidencing a number of Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price, registered in the Warrant or Warrant Shares which consent or approval name of such Purchaser, and the Purchaser shall not have been obtained (except as may otherwise be provided in this Agreement).deliver the to the Company the Purchasers Subscription Amount by wire transfer

Closing Conditions; Deliveries. (a) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a copy of the Note duly executed irrevocable instructions to the Company's transfer agent instructing the transfer agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser's Subscription Amount divided by the CompanyPer Share Purchase Price, registered in the name of such Purchaser; (iii) with 3 Trading Days of the Warrant duly executed by Closing Date, a Warrant, registered in the Company; andname of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 25% of the Shares to be issued to such Purchaser at the Closing; (iv) the Registration Rights Agreement duly executed by the Company; and (v) a legal opinion of Company Counsel, in the form of Exhibit C attached hereto. (b) On the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Note 's Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser. (c) The obligations of the parties are subject to the following additional conditions: (i) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date and all covenants of the other party shall have been performed if due prior to such date. (iid) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as <PAGE> reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Principal Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Notes Shares at the Closing. (iii) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (iv) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person to issue the Notes, the Note Shares, the Warrant or Warrant Shares which consent or approval shall not have been obtained (except as may otherwise be provided in this Agreement).

Closing Conditions; Deliveries. (a) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a copy of the Note duly executed irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver, on an expedited basis, a certificate evidencing the number of Shares equal to such Purchaser’s Subscription Amount divided by the CompanyPer Share Purchase Price, registered in the name of such Purchaser; (iii) within 3 Trading Days of the Warrant duly executed by Closing Date, a Warrant, registered in the Company; andname of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the Shares to be issued to such Purchaser at the Closing; (iv) the Registration Rights Agreement duly executed by the Company; and (v) a legal opinion of Company Counsel, substantially in the form of Exhibit C attached hereto. (b) On the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Note Subscription Amount by wire transfer of immediately available funds to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser. (c) The obligations of the parties are subject to the following additional conditions: (i) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date and all covenants of the other party shall have been performed if due prior to such date. (iid) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Notes Shares at the Closing. (iii) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (iv) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person to issue the Notes, the Note Shares, the Warrant or Warrant Shares which consent or approval shall not have been obtained (except as may otherwise be provided in this Agreement).