Common use of Offer to Subscribe; Purchase Price and Closing; and Placement Fees Clause in Contracts

Offer to Subscribe; Purchase Price and Closing; and Placement Fees. Subject to satisfaction of the conditions to closing set forth in Section 1.2 below, Subscriber hereby offers to subscribe for and purchase Preferred Stock and accompanying Conversion Warrants, for the aggregate purchase price in the amount set forth in Section 10 of this Agreement, in accordance with the terms and conditions of this Agreement. Assuming that the Offering Amount and corresponding subscription agreements accepted by the Company are received into the Company's designated escrow account for this Offering established pursuant to the Escrow Agreement and Instructions (the "Escrow Agreement") by and among the Company, First Union National Bank of Georgia (the "Escrow Agent") and the Placement Agent (as defined below) (the "Escrow Account"), the closing of a sale and purchase of Preferred Stock as to each Subscriber (the "Closing") shall be deemed to occur when this Agreement has been executed by both Subscriber and the Company and full payment shall have been made by Subscriber, by wire transfer to the Escrow Account as set forth in Section 7.1(a) for payment in consideration for the Company's delivery of certificates representing the Preferred Stock subscribed for. The parties hereto acknowledge that Swarxx Xxxestments, LLC is acting as placement agent (the "Placement Agent") for this Offering and will be compensated by the Company in cash and warrants to purchase Common Stock. The Placement Agent has acted solely as placement agent in connection with the Offering by the Company of the Preferred Stock pursuant to this Agreement. The information and data contained in the Disclosure Documents (as defined in Section 2.2.4) have not been subjected to independent verification by the Placement Agent, and no representation or warranty is made by the Placement Agent as to the accuracy or completeness of the information contained in the Disclosure Documents.

Offer to Subscribe; Purchase Price and Closing; and Placement Fees. Subject to satisfaction of the conditions to closing set forth in Section 1.2 below, The Subscriber hereby offers to subscribe for and purchase Preferred Stock and accompanying Conversion WarrantsStock, for the aggregate purchase price in the amount set forth out in Section 10 of this Agreement, in accordance with the terms and conditions 17 of this Agreement. Subscriber agrees that Company may reduce the aggregate amount of Preferred Stock subscribed for pursuant hereto if, in the Company's discretion, the Offering is over-subscribed. Assuming that the Offering Amount minimum placement amount of $5 million (or less, if accepted by the Company) and corresponding subscription agreements accepted by the Company are received into the Company's designated escrow account for this Offering established pursuant to the Escrow Agreement and Instructions (the "Escrow Agreement") by and among the Company, First Union National Bank of Georgia (the "Escrow Agent") and the Placement Agent (as defined below) (the "Escrow Account") no later than December 22, 1995 (the "Offering Termination Date"), the closing of a sale and purchase of Preferred Stock as to each Subscriber (the "Closingthe"Closing") shall be deemed to occur when this Agreement has been executed by both the Subscriber and the Company and full payment shall have been made by the Subscriber, by wire transfer transfer, as directed in writing by the Company, to the Escrow Account as set forth in Section 7.1(a) Company's designated escrow account, for payment in consideration for the Company's delivery of certificates representing the Preferred Stock subscribed for. If the Closing does not occur on or prior to December 22, 1995, the Escrow Agent will be instructed to release to Subscriber its subscription payment, with interest accrued from receipt of such payment into the Escrow Account under the terms of the Escrow Account, as soon as practicable thereafter in accordance with wire instructions provided by Subscriber. The parties hereto acknowledge that Swarxx Xxxestments, LLC Inc, is acting as placement agent (the "Placement Agent") for this Offering Offering, and will be compensated by the Company in cash and warrants to purchase Common Stock. The Placement Agent has acted solely as placement agent in connection with the Offering by the Company of the Preferred Stock pursuant to this Agreement. The information and data contained in the Disclosure Documents (as defined in Section 2.2.4) have not been subjected to independent verification by the Placement Agent, and no representation or warranty is made by the Placement Agent as to the accuracy or completeness of the information contained in the Disclosure DocumentsCompany.

Offer to Subscribe; Purchase Price and Closing; and Placement Fees. Subject to satisfaction of the conditions to closing set forth in Section 1.2 below, Subscriber hereby offers to subscribe for and purchase Preferred Stock and accompanying Conversion Warrants, for the aggregate purchase price in the amount set forth in Section 10 of this Agreement, in accordance with the terms and conditions of this Agreement. Assuming that the Minimum Offering Amount and corresponding subscription agreements accepted by the Company are received into the Company's designated escrow account for this Offering established pursuant to the Escrow Agreement and Instructions (the "Escrow Agreement") by and among the Company, First Union National Bank of Georgia (the "Escrow Agent") and the Placement Agent (as defined below) (the "Escrow Account"), the closing of a sale and purchase of Preferred Stock as to each Subscriber (the "Closing") shall be deemed to occur when this Agreement has been executed by both Subscriber and the Company Company, the conditions herein have been satisfied and full payment shall have been made by Subscriberto the Company, by wire transfer to from the Escrow Account as set forth in Section 7.1(a) for payment in consideration for the Company's delivery of certificates representing the Preferred Stock subscribed for. The parties hereto acknowledge that Swarxx Xxxestments, LLC is acting as placement agent (the "Placement Agent") for this Offering and will be compensated by the Company in cash cash, common stock and warrants to purchase Common Stock. The Placement Agent has acted solely as placement agent in connection with the Offering by the Company of the Preferred Stock pursuant to this Agreement. The information and data contained in the Disclosure Documents (as defined in Section 2.2.4) have not been subjected to independent verification by the Placement Agent, and no representation or warranty is made by the Placement Agent as to the accuracy or completeness of the information contained in the Disclosure Documents. The Company and Subscriber acknowledge that the Mattxxx Xxxd, N.V. (the "Fund"), which is managed by affiliates of the Placement Agent, may subscribe for securities in the Offering. The parties acknowledge that neither the Placement Agent nor any of its affiliates shall be under any obligation to advise the Company or Subscriber of the activities of the Fund with respect to such securities following the consummation of the Offering. Such acknowledgment shall not act as a waiver of any obligation required by law or written agreement of which the Fund is a party. It is understood that the Fund will act independently of the Placement Agent and may take action with respect to such investment which may be inconsistent or contrary to any action or interest of the Placement Agent, the Company or any of the other Subscribers.

Offer to Subscribe; Purchase Price and Closing; and Placement Fees. Subject to satisfaction of the conditions to closing set forth in Section 1.2 below, Subscriber hereby offers agrees to subscribe for and purchase Preferred Stock 227,445 Units and accompanying Conversion Warrants, the Class II Warrant for the aggregate purchase price in the amount set forth in Section 10 of this Agreement, Agreement in accordance with the terms and conditions of this Agreement. Assuming that the Offering Amount and corresponding subscription agreements accepted by the Company are received into the Company's designated escrow account for this Offering established pursuant to the Escrow Agreement and Instructions (the "Escrow Agreement") by and among the Company, First Union National Bank of Georgia (the "Escrow Agent") and the Placement Agent (as defined below) (the "Escrow Account"), the The closing of a sale and purchase of Preferred Stock Units and Class II Warrant as to each Subscriber (the "Closing") shall be deemed to occur when this Agreement has been executed by both Subscriber and the Company and Company, full payment for the Units and Class II Warrant subscribed for shall have been made by Subscriber, by wire transfer and the conditions to the Escrow Account as Subscriber's obligations set forth in Section 7.1(a) 1.2 have been satisfied. The date of any Closing of Units and Class II Warrant shall be considered the "Closing Date" for payment in consideration for the Company's delivery of certificates representing the Preferred Stock subscribed forsuch Units and Class II Warrant. The parties hereto acknowledge that Swarxx XxxestmentsDunwoody Brokerage Services, LLC Inc. is acting as placement agent (the "Placement Agent") for this Offering and will be compensated by the Company in cash and warrants to purchase Common StockStock of the Company pursuant to the terms of a Placement Agent Agreement between the Company and the Placement Agent (the "Placement Agent Agreement"). The Placement Agent has acted solely as placement agent in connection with the Offering by the Company of the Preferred Stock Units pursuant to this Agreement. The information and data contained in the Disclosure Documents (as defined in Section 2.2.4) have not been subjected to independent verification by the Placement Agent, and no representation or warranty is made by the Placement Agent as to the accuracy or completeness of the information contained in the Disclosure Documents.