Common use of Offer to Subscribe; Purchase Price Clause in Contracts

Offer to Subscribe; Purchase Price. The Subscriber hereby offers to purchase and subscribe for the principal amount of Securities, and at the price, set out in Section 19 of this Agreement. The Closing shall be deemed to occur when this Agreement has been executed by both of the Subscriber and the Company (the “Closing”) and payment shall have been made by the Subscriber, by wire transfer, as directed in writing by the Company on the day so directed, to an escrow agent in accordance with the Escrow Agreement (as hereinafter defined), against the Company’s delivery of certificates for the Common Stock and Warrants subscribed for. If the Closing does not occur, the funds of the Subscriber shall be returned from escrow. The terms and conditions of the escrow are set forth in an Escrow Agreement, the form of which is attached hereto as Exhibit B hereto (the “Escrow Agreement”). The payment shall be made by delivering same day funds in United States Dollars as designated above.

Offer to Subscribe; Purchase Price. The Subscriber hereby offers to purchase and subscribe for the principal amount of SecuritiesConvertible Debentures and Warrants, and at the price, set out in Section 19 20 of this Agreement. The Closing shall be deemed to occur when this Agreement has been executed by both of the Subscriber and the Company (the “Closing”"CLOSING") and payment shall have been made by the Subscriber, by wire transfer, as directed in writing by the Company on the day so directed, to an escrow agent in accordance accord with the Escrow Agreement (as hereinafter defined)Agreement, against the Company’s 's delivery of certificates for the Common Stock Convertible Debentures and Warrants subscribed for. If the Closing does not occur, the funds of the Subscriber shall be returned from escrow. The terms and conditions of the escrow are set forth in an Escrow Agreement, the form of which is attached hereto as Exhibit B hereto (the “Escrow Agreement”)EXHIBIT C hereto. The payment shall be made by delivering same day funds in United States Dollars as designated above.

Offer to Subscribe; Purchase Price. The Subscriber hereby offers to purchase and subscribe for the principal amount of Securities, Convertible Debentures and at the price, set out in Section 19 of this Agreement. The Closing shall be deemed to occur when this Agreement has been executed by both of the Subscriber and the Company (the “Closing”"CLOSING") and payment shall have been made by the Subscriber, by wire transfer, as directed in writing by the Company on the day so directed, to an escrow agent in accordance accord with the Escrow Agreement (as hereinafter defineddefined in Section 6.4), against the Company’s 's delivery of certificates for the Common Stock and Warrants Convertible Debentures subscribed for. If the Closing does not occuroccur by 5PM Eastern Daylight Time on March ___, 2010 the funds of the Subscriber shall be returned immediately from escrow. The terms and conditions of the escrow are set forth in an Escrow Agreement, the form of which is attached hereto as Exhibit EXHIBIT B hereto (the “Escrow Agreement”)hereto. The payment shall be made by delivering same day funds in United States Dollars as designated above.

Offer to Subscribe; Purchase Price. The Subscriber hereby offers to purchase and subscribe for the principal amount of Securities, and at the price, set out in Section 19 of this Agreement. The Closing shall be deemed to occur when this Agreement has been executed by both of the Subscriber and the Company (the “Closing”"CLOSING") and payment shall have been made by the Subscriber, by wire transfer, as directed in writing by the Company on the day so directed, to an escrow agent in accordance with the Escrow Agreement (as hereinafter defined), against the Company’s 's delivery of certificates for the Common Stock and Warrants subscribed for. If the Closing does not occur, the funds of the Subscriber shall be returned from escrow. The terms and conditions of the escrow are set forth in an Escrow Agreement, the form of which is attached hereto as Exhibit EXHIBIT B hereto (the “"Escrow Agreement”"). The payment shall be made by delivering same day funds in United States Dollars as designated above.