Common use of Purchase and Sale of Units Clause in Contracts

Purchase and Sale of Units. 2.1 The Units will be registered in the name of the Subscriber. 2.2 The issue of the Units will not restrict or prevent the Corporation from obtaining any other financing, or from issuing additional securities from time to time. 2.3 Closing will be completed at the offices of the Corporation, in San Francisco, California, at 5:00 p.m. (Pacific Time), or such other place or time as the Corporation may designate (the “Closing Time”) on the Closing Date. If the Closing does not occur on or before the Closing Date, the subscription proceeds will be returned to the Subscriber without interest or deduction and the Subscriber will have the right to withdraw this subscription and to terminate its obligations hereunder. 2.4 The Corporation shall have the right to reject this Subscription Agreement if it believes for any reason that the Subscriber is not an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission as presently in effect, or for any other reason in its sole and absolute discretion. Acceptance is evidenced only by execution of this Subscription Agreement by the Corporation in the space provided at the end of this Subscription Agreement.

Purchase and Sale of Units. 2.1 The Units will be registered in the name of the Subscriber. 2.2 The issue of the Units will not restrict or prevent the Corporation from obtaining any other financing, or from issuing additional securities from time to time. 2.3 Closing will be completed at the offices of the Corporation, in San FranciscoLong Beach, California, at 5:00 1:00 p.m. (Pacific Time), or such other place or time as the Corporation may designate (the “Closing Time”"CLOSING TIME") on October 18, 2007 (the Closing Date. If the Closing does not occur on or before the Closing Date, the subscription proceeds will be returned to the Subscriber without interest or deduction and the Subscriber will have the right to withdraw this subscription and to terminate its obligations hereunder"CLOSING DATE"). 2.4 The Corporation shall have the right to reject this Subscription Agreement if it believes for any reason that the Subscriber is not an “"accredited investor” " within the meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission SEC as presently in effect, or for any other reason in its sole and absolute discretion. Acceptance is evidenced only by execution of this Subscription Agreement by the Corporation in the space provided above. 2.5 Fractional Warrants will not be issued to the Subscriber. Instead, the number of Warrants issued to any one Subscriber will be rounded down to the nearest whole number of Warrants issuable to such Subscriber at the end of this Subscription AgreementClosing.