Common use of Purchase Price and Closing Clause in Contracts

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to Six Million Dollars ($10,000,000 6,000,000) (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “"Purchase Price”"). The Company acknowledges and agrees that a portion of the Purchase Price (not to exceed $500,000) to be delivered by SDS Capital Group SPC, LTD ("SDS")hereunder may be paid by exchanging outstanding shares of the Company's Series B Convertible Preferred Stock held by SDS in the amounts set forth on Exhibit A attached hereto. The closing of the purchase and sale of the Units Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “"Closing”). Subject to the terms and conditions set forth in this Agreement") at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before February 23, 2006; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price number of up to $10,000,000 Preferred Shares and Series E-1 Shares and/or Common Shares set forth opposite their respective names on Exhibit A. The Preferred Shares may be funded in multiple closings under this Agreement, with each closing being defined as the “Closing”. An initial Closing under this Agreement (the “Offering AmountInitial Closing”)) shall take place on December 31, at a per Unit purchase price of $4.00 per Unit 2008 (the “Purchase PriceInitial Closing Date”) and shall be funded in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000). The closing of Any additional Closings shall each be defined as the purchase and sale of the Units to be acquired by the Purchasers from the Company “Additional Closing.” Each Closing under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))Company, provided, that all of the conditions set forth in Article IV hereof and applicable to the such Closing shall have been fulfilled or waived in accordance herewith herewith. At each Closing and upon receipt by the Company of the appropriate purchase price from each Purchaser (the “Closing Date”). Subject i.e., a purchase price equal to the terms and conditions number of this AgreementPreferred Shares to be purchased by such Purchaser multiplied by the Per Share Purchase Price), at the Closing the Company shall deliver or cause to be delivered to each such Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such a certificate for the number of shares of Common Stock as is Series E-1 Shares set forth opposite the name of such Purchaser on Exhibit A attached hereto and/or a certificate for the number of Common Shares set forth opposite the name of such Purchaser on Exhibit A and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Each Purchaser shall deliver each of the documents required to be delivered by it pursuant to Article IV hereof as well as its portion of the Purchase Price by wire transfer to the escrow account pursuant Company prior to the Escrow General Agreement (as hereafter defined)each Closing.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers andPurchaser, and in consideration of of, and in express reliance upon upon, the representations, warranties, covenants, terms and conditions of contained in, this Agreement, the Purchasers, severally but not jointly, agree Purchaser agrees to purchase the Units Shares at a purchase price of $1,000 per share, for an aggregate purchase price of up $12,397,000. Subject to $10,000,000 (the “Offering Amount”)terms and conditions contained herein, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units Shares to be acquired by the Purchasers Purchaser from the Company under this Agreement (the "Closing") shall take place promptly upon satisfaction of all the conditions contained in Section 4 of this Agreement shall have been satisfied or waived, or at such other time and date as the Purchaser and the Company may agree (the "Closing Date"), at the offices of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Jaclin, Xxxx LLP, 000 Xxxxx 0 XxxxxFour Times Square, Xxxxx 000, XxxxxxxxxXxx Xxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement00000, the date and time of the Closing shall be the Closing Date (or such later date other location as is the parties mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereofagree. At the Closing, each the Company will deliver to the Purchaser a certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, (a) attesting to corporate action taken by the Company, including resolutions of the Board of Directors authorizing (i) the execution, delivery and performance by the Company of this Agreement and (ii) the issuance of the Shares, and (b) verifying that the Certificate of Incorporation of the Company and the Bylaws of the Company currently on file with the Commission are true, correct and complete as of the Closing Date. As soon as practicable after the closing, but in any event not later than seven business days, the Company will deliver to the Purchaser certificates evidencing the Shares to be purchased by the Purchaser hereunder. At the Closing, Purchaser shall deliver its Purchase Price to the Company the Promissory Notes and $2,500,027.07 by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)of immediately available funds.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to Eight Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 8,000,000) (the “Purchase Price”). The closing of the purchase and sale of the Units Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Kxxxxx Xxxxx Xxxxxxxx & Jaclin, Fxxxxxx LLP, 000 Xxxxx 0 Xxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before December 8, 2006; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers andPurchaser, and in consideration of of, and in express reliance upon upon, the representations, warranties, covenants, terms and conditions of contained in, this Agreement, the Purchasers, severally but not jointly, agree Purchaser agrees to purchase the Units Shares at a purchase price of $1,000 per share, for an aggregate purchase price of up $4,500,000. Subject to $10,000,000 (the “Offering Amount”)terms and conditions contained herein, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units Shares to be acquired by the Purchasers Purchaser from the Company under this Agreement (the "Closing") shall take place promptly upon satisfaction of all the conditions contained in Section 4 of this Agreement shall have been satisfied or waived, or at such other time and date as the Purchaser and the Company may agree (the "Closing Date"), at the offices of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Jaclin, Xxxx LLP, 000 Xxxxx 0 XxxxxFour Times Square, Xxxxx 000, XxxxxxxxxXxx Xxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement00000, the date and time of the Closing shall be the Closing Date (or such later date other location as is the parties mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereofagree. At the Closing, each the Company will deliver to the Purchaser a certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, (a) attesting to corporate action taken by the Company, including resolutions of the Board of Directors authorizing (i) the execution, delivery and performance by the Company of this Agreement and (ii) the issuance of the Shares, and (b) verifying that the Certificate of Incorporation of the Company and the Bylaws of the Company currently on file with the Commission are true, correct and complete as of the Closing Date. As soon as practicable after the closing, but in any event not later than seven business days, the Company will deliver to the Purchaser certificates evidencing the Shares to be purchased by the Purchaser hereunder. At the Closing, Purchaser shall deliver its Purchase Price $4,500,000 to the Company by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)of immediately available funds.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of subject to and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Units for an Committed Series D Preferred Shares and Warrants set forth opposite their respective names in Exhibit 1.01 attached hereto under the headings "Committed Series D Preferred Shares". The aggregate dollar purchase price of up to $10,000,000 (or other consideration being given for the “Offering Amount”), Committed Series D Preferred Shares and the Warrants being purchased by each Purchaser at a per Unit purchase price of $4.00 per Unit (the “Closing is set forth opposite such Purchaser's name in Exhibit 1.01 under the heading "Aggregate Dollar Purchase Price”)Price or Other Consideration". The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at a closing (the "Closing") to be held at the offices of Xxxxxx Xxxxx, Xxxxxxx & JaclinXxxxxxxxx, LLP, 000 Xxxxx 0 XxxxxXxxx Xxxxxx, Xxxxx 000Xxxxxx, XxxxxxxxxXxxxxxxxxxxxx 00000, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the on such date and at such time as may be mutually agreed upon, but in any event not later than five (5) business days after formal shareholder approval of all the matters contained in the Proxy Statement or June 30, 2003; provided that the Purchasers with rights to purchase a majority in interest of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause Committed Series D Preferred Shares to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered issued pursuant to Article IV hereofSection 1.01 may in their sole discretion extend such dates. At the Closing, the Company will issue and deliver (a) certificates evidencing the Committed Series D Preferred Shares to be sold at the Closing to each of the applicable Purchasers (or its nominees) and (b) Warrants to each of the applicable Purchasers (or its nominee), in each case against payment of the full purchase price therefor by (i) wire transfer, (ii) check payable to the order of the Company, (iii) surrender of the principal and interest amount due under any promissory notes or debentures of the Company payable to the order of such Purchaser, (iv) amendment of the rights, preferences, privileges, qualifications, voting powers and other terms of the Series B Preferred Stock as set forth in the Amended and Restated Certificate of Incorporation of the Company, the form of which is attached hereto as Exhibit 1.01A, (v) surrender of shares of Series C Preferred Stock (including the rights to any accrued dividends or other payments thereon) held by such Purchaser, (vi) surrender of interests in Voxware Europe (including the rights to any accrued dividends or other payments with respect thereto) held by such Purchaser, (vii) surrender of warrants to purchase Common Stock held by such Purchaser, (viii) in the case of Ridgecrest, provision of adequate and acceptable services as provided for in Section 5.13, or (ix) any agreed to combination of (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) above; provided, however, that the Shares issuable pursuant to (v) above shall be proportionately reduced for any conversion of Series C Preferred Stock between the date hereof and the Closing. In the event that any Purchaser makes payment in whole or in part by cancellation of indebtedness, such Purchaser shall deliver its Purchase Price by wire transfer to surrender the escrow account pursuant to evidence of such indebtedness for cancellation at the Escrow General Agreement (as hereafter defined)Closing.

Purchase Price and Closing. (a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but and not jointly, agree to purchase the Units Closing Notes and Debt Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 25,000,000 (the “Purchase Price”). At the Closing, each Purchaser shall deliver the applicable portion of the Purchase Price as indicated on Exhibit A hereto by wire transfer of immediately available funds to the Company. (b) The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) shall take place on or before March 9, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation 2010 (the “Placement AgentClosing Date”)), provided, that all of the conditions set forth in Article IV 4 hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith. The Closing shall take place at the offices of Tang Capital Partners, LP (the “Closing DateLead Purchaser”), 0000 Xxxxxxxx Xxxx, Xxxxx Xxxxx, Xxx Xxxxx, XX 00000 at 2:00 p.m. Pacific Standard Time, or at such other time and place as the parties may agree. Subject to the terms and conditions of this Agreement, at the Closing Closing, each Purchaser shall purchase and the Company shall issue and deliver or cause to be delivered to each Purchaser (x) Closing Notes in the principal amounts set forth opposite the name of such Purchaser on Exhibit A hereto and a certificate for related Debt Warrant to purchase up to the number aggregate principal amount of Preferred Shares E Notes set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and -------------------------- sell to the Purchasers each Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree each Purchaser agrees to purchase that number of the Units for an Preferred Shares set forth opposite such Purchaser's respective name on Exhibit A. The aggregate purchase price of up to $10,000,000 the Preferred Shares being acquired by the each Purchaser (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “"Purchase Price”). ") is set forth opposite such Purchaser's name on Exhibit A. The closing of the purchase and sale of the Units Preferred Shares to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxx & Jaclin, Xxxxxx LLP, 000 Xxxxx 0 XxxxxXxxx Xxxxxx Xxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 Xxx Xxxx (the “"Closing”). Subject to ") at 11:00 a.m. New York Time on the terms and conditions set forth in this Agreement------- earlier of the following: (i) May 7, 1999, (ii) the date and time of on which the Closing shall last to be the Closing Date (fulfilled or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all waived of the conditions set forth in Article IV hereof and applicable to the Closing shall have been be fulfilled or waived in accordance herewith herewith, or (iii) such other time and place or on such date as the Purchasers and the Company may agree upon (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at On the Closing Date, the Company ------------ shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number and series of Preferred Shares set forth opposite the Purchaser's name under the heading "Number of such Purchaser Preferred Shares Purchased" on Exhibit A hereto, registered in such Purchaser's name (yor its nominee) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of and such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At shall pay the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to of funds into the escrow Company's account pursuant to the Escrow General Agreement (as hereafter defined)at Norwest Bank Colorado, N.A., ABA #000000000, Account #1063047378.

Purchase Price and Closing. (a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree Purchaser agrees to purchase for $ 1.20 per Share, such number of shares of Common Stock (each a “Share” and collectively the Units “Shares”) for an aggregate purchase price of up to $10,000,000 (listed on the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit signature page hereto (the “Purchase Price”). The . (b) Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Units to be acquired by Shares (the Purchasers from the Company under this Agreement “Closing”) shall take place at the offices office of Xxxxxx & Jaclinthe Company, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, on the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to occurrence of completion of and receipt by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith Purchase Price (the “Closing Date”). . (c) Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each the Purchaser (xi) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto Shares, and (zii) any other documents required to be delivered pursuant to Article IV hereofthis Agreement. At the time of the Closing, each the Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement wire information provided by the Company. (d) Subject to all conditions to Closing being satisfied or waived, the Closing shall take place with the number of Shares no more than 19.9% of the outstanding number of shares of Common Stock of the Company on the Closing Date (the “19.9% Limit”). Any number of Shares not purchased as hereafter defineda result of the 19.9% Limit shall be purchased by the Purchaser within three (3) business days after shareholders of the Company shall have approved the transactions contained herein as required by the rules and regulation of the NASDAQ Stock Market (the “Shareholder Approval”).

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Units Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The purchase price for an each Unit is $50,000. The aggregate purchase price of up to $10,000,000 the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A (the “Offering Amount”)for each such purchaser, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”. The Preferred Shares and Warrants shall be sold and funded in one or more closings (each, a “Closing”). The initial Closing under this Agreement (the “Initial Closing”) shall take place on or about June [___], 2011 (the “Initial Closing Date”). Each subsequent closing under this Agreement (each, a “Subsequent Closing”) shall occur on such date as the Purchasers and the Company may agree upon (each, a “Subsequent Closing Date”) but no later than June 15, 2011. The Initial Closing Date and each Subsequent Closing Date are sometimes referred to in this Agreement as the “Closing Date”. Each closing of the purchase and sale of the Units Preferred Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, XxxxxxxxxXxx Xxxx, XX 00000 (or at such other place as the “Closing”). Subject to Purchasers and the terms and conditions set forth in this AgreementCompany may agree upon at 10:00 a.m., New York time on the date and time of on which the Closing shall last to be the Closing Date (fulfilled or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all waived of the conditions set forth in Article IV hereof and applicable to the such Closing shall have been be fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this AgreementAt each Closing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares set forth opposite the name of that such Purchaser on Exhibit A hereto, (y) its is purchasing pursuant to the terms hereof and the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. A. At the each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, as escrow account pursuant to the Escrow General Agreement (as hereafter defined)agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 15,000,000 (the “Offering Amount”), at a per Unit purchase price of or $4.00 2.20 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Loeb & JaclinLoeb, LLP, 000 Xxxxx 0 XxxxxXxxx Xxxxxx, Xxxxx 000, XxxxxxxxxXxx Xxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation Vision Opportunity China LP (“Vision Opportunity China”, as the “Placement Agent”)lead Purchaser), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined). The parties acknowledge that at the Closing, One Million Dollars ($1,000,000) of the Offering Amount shall be held in escrow and not disbursed to the Company until such time as the covenants discussed in Section 3.23 (Registered Capital of Lihua Copper), Section 3.35 (Environmental Authority Approval for Jiangsu Lihua Copper Industry Co., Ltd.), Section 3.37 (Comply with Relevant Employment Laws in PRC), Section 3.38 (Construction Works Planning Permit and Construction Works Execution Permit for Lihua Copper), Section 3.43 (Intellectual Property and Commercial and Trade Secrets), Section 3.44 (Payment of Stamp Tax), Section 3.45 (Filing of PRC Certificates) and Section 3.46 (Lihua Copper Pay-Off Loan from Lihua Electron) are complied with, in full and the satisfaction of Vision Opportunity China and JZJ (as defined below). In addition, the parties acknowledge that Seven Hundred Fifty Thousand Dollars ($750,000) of the Purchase Price funded on the Closing Date shall be deposited in an escrow account pursuant to the Escrow General Agreement to be used by the Company in connection with investor and public relations.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Common Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit set forth on Addendum A (the “Purchase Price”). The Common Shares and Warrants shall be sold and funded in a single closing (the “Closing”). The Closing shall take place concurrently with the execution of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement by all parties to this Agreement (the “Closing Date”). The Closing shall take place at the offices of Xxxxxx & Jaclinand Xxxxx, LLP, 000 0000 Xxxxx 0 Xxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxx, Xxxxx 000at 10:00 a.m., Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)Texas time. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) irrevocable transfer instructions to the Company’s transfer agent to issue to each Purchaser promptly following the Closing a certificate for the number of Preferred Common Shares set forth opposite the name of such Purchaser on Exhibit Addendum A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit Addendum A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to Company’s bank account, as designated by the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Securities set forth opposite their respective names on Exhibit A attached hereto for an aggregate purchase price of up to Seven Million Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 7,000,000) (the “Purchase Price”). The parties hereto acknowledge and agree that a portion of the Purchase Price may be paid by certain Purchasers converting outstanding indebtedness owed to such Purchasers by the Company as evidenced by a convertible promissory note up to an aggregate principal amount of $1,000,000 held by such Purchasers. The initial closing (the “Initial Closing”) of the purchase and sale of the Units Securities to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in such time as Purchasers have executed this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV V hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). After the Initial Closing, the Company may conduct any number of additional closings (each, an “Additional Closing” and, together with the Initial Closing, a “Closing”) so long as the final Additional Closing occurs on or before the July 31, 2017, unless mutually extended by the Company and the Agents. Subject to the terms and all conditions of this Agreement, at the to Closing the Company shall deliver have been satisfied or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closingwaived, each Purchaser Closing shall deliver its Purchase Price by wire transfer to take place at such time and place as the escrow account pursuant to the Escrow General Agreement parties shall agree (as hereafter defineda “Closing Date”).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Debentures and Warrants for an aggregate purchase price of up to $10,000,000 Three Million Dollars (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit Cdn$3,000,000) (the “Purchase Price”). The closing of the purchase and sale of the Units Debentures and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Blake, Xxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx855 – 2nd Street S.W., Xxxxx 000Suite 3500, XxxxxxxxxBankers Hall East Tower, XX 00000 Calgary, Alberta, Canada, T2P 4J8 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and Calgary time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))i) on July 27, 2011; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon in writing (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Debenture for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents deliveries as required to be delivered pursuant to by Article IV hereofIV. At the Closing, each Purchaser shall deliver its respective portion of the Purchase Price as set forth opposite the name of such Purchaser on Exhibit A by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to not less than $10,000,000 13,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “"Purchase Price”"). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Lord Bissell & Jaclin, Brook LLP, 000 Xxxxx 0 Xxxxx885 Third Avenue, Xxxxx 00026th Floor, XxxxxxxxxNew York, XX 00000 NY 10022 (the “"Closing”). Subject to the terms ") at 10:00 x.x., Xxx Xxxx xxxx xx xxxx xxxx xx xxx Xxxxxasers and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of or $4.00 4.40 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Axxxxx & Jaclin, LLP, 000 100 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation Maxim Group, LLC (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined). In addition, the parties acknowledge that Four Hundred Thousand Dollars ($400,000) of the Purchase Price funded on the Closing Date shall be deposited in an escrow account pursuant to the Investor and Public Relations Escrow Agreement to be used by the Company in connection with investor and public relations.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units UNITS for $100,000.00 per Unit (the “Unit Price”) for an aggregate purchase price of up to $10,000,000 6,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (amount paid by each Purchaser is referred herein as the “Purchase Price”). The Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement UNITS shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxxxx Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLP (the “Closing”). Subject ) by the earlier to the terms and conditions set forth in this Agreement, the date and time occur of (a) completion of the $4,000,000 ( the “Minimum Offering Amount”) and receipt by the Escrow Agent (as defined in the Escrow Deposit Agreement) of the Minimum Offering Amount, or (b) by 5:00 pm (EDT) on or before December 26, 2014 ( the “Initial Closing shall Date”); or by the earlier of (a) completion of the sale of all UNITS included in the Maximum Offering (subject to increase to cover over-allotments, if any), or (b) by 5:00 pm (EDT) on December 31, 2014 ( the “Final Closing Date”) which can be further extended up to 30 days by the Closing Date (or such later date as is mutually agreed to by mutual agreement of the Company and Newbridge Securities Corporation the Placement Agent if the sale of all UNITS in the Maximum Offering has not been completed by December 31, 2014 (the “Placement AgentFinal Closing Date”)), provided, that all of collectively with the conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (Date are sometimes referred herein as the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for Notes in the number of Preferred Shares amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such that number of shares of Common Stock Shares as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV 4 hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Subscription Agreement and Escrow General Deposit Agreement (as such terms are hereafter defined). Subject to Section 7.16(b), the Company may also, in its sole discretion, terminate the offering and the Company and TriPoint Global Equities, LLC (the “Placement Agent”) would then notify the Escrow Agent to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to Eight Million Five Hundred Thousand Dollars ($10,000,000 (the “Offering Amount”8,500,000), at a per Unit purchase price which may include in-kind consideration as approved and valued by the Company’s Board of $4.00 per Unit Directors (the “Purchase Price”). The closing of the purchase and sale of the Units Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement (the “Closing”) shall take place at the offices of Xxxxxx & JaclinDLA Piper US LLP at 10:00 a.m., LLPPacific time on , 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 2008 or such other date as the Purchasers and the Company may agree upon (the “ClosingClosing Date”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), ; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser Purchaser, against payment of the Purchase Price therefore as set forth below (x) a certificate its Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required hereto. Subject to be delivered pursuant the terms of the Escrow Agreement, prior to Article IV hereof. At the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the an escrow account designated by the Company, and at the Closing such Purchase Price shall be released to the Company in accordance with the Company’s instructions; provided, however, that a Purchaser may alternatively deliver in-kind consideration as approved and valued by the Company’s Board of Directors. Notwithstanding anything herein to the contrary, the Company will have the right to issue and sell the Notes and Warrants in multiple closings otherwise pursuant to the Escrow General terms of this Agreement, each of which shall be deemed a Closing with respect to such issuance and sale. Any such sale after the initial Closing shall be made upon the same terms and conditions as those set forth herein, and each subsequent purchaser shall become a party to this Agreement (as hereafter defined)and Exhibit A hereto shall be amended to include such subsequent purchaser) by affixing their signatures hereto or thereto, and shall have the rights and obligations, and be treated as, a Purchaser hereunder and thereunder.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for $37.50 per Unit (the “United Price”) for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 30,000,000 (the “Purchase Price”), provided, however, that in the event the capitalization of the Company, on a fully diluted basis, as of the Closing Date is inconsistent with the representations and warranties set forth in Section 2.1(c) hereof, the Unit Price shall be appropriately adjusted to reflect the correct capitalization of the Company on a fully diluted basis; provided, further, that the Financing Transaction can be closed with a minimum aggregate purchase price of $20,000,000. The Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & JaclinXxxxxx, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLP (the “Closing”). Subject to the terms and conditions set forth in this Agreement) no later than September 30, the 2010, which date and time may be mutually extended by a majority of the Closing shall be the Closing Date (or such later date as is mutually agreed to by Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate certificates for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV 4 hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Deposit Agreement (as hereafter defined). Subject to Section 7.16(b), the Company may also, in its sole discretion, terminate the offering and the Company and TriPoint Global Equities, Inc. (the “Placement Agent”) would then notify the Escrow Agent (as defined in the Escrow Deposit Agreement) to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 21,500,000 (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Loeb & Jaclin, Loeb LLP, 000 Xxxxx 0 XxxxxXxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that (i) all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith and (ii) the Purchase Price has been deposited in escrow, in accordance the terms of the Escrow Agreement (the “Closing Date”). In no event shall the Closing take place until the total Purchase Price has been deposited in the escrow account; provided, however, that if the Company receives prior written instructions from Vision to consummate the transactions contemplated by this Agreement prior to receipt of the total Purchase Price, the Closing shall occur subject to the per share Purchase Price adjustments as determined in accordance with Section 1.6 hereof. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock and Series B Shares, as the case may be, as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined). In addition, the parties acknowledge that Five Hundred Thousand Dollars ($500,000) of the Purchase Price funded on the Closing Date shall be deposited into a separate escrow account pursuant to the Investor and Public Relations Escrow Agreement (as hereinafter defined) to be used by the Company in connection with investor and public relations and securities law compliance, in accordance with Section 3.20 hereof.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units up to two thousand (2,000) Series A Shares at a purchase price of Four Thousand Hundred ($4,000) Dollars per share, for an aggregate purchase price of up to Eight Million Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 8,000,000) (the “Purchase Price”). The initial closing of the purchase and sale of the Units Series A Shares to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “First Closing”). Subject ) at 10:00 a.m., New York time on November 25, 2008, or such other date as the Purchasers and the Company may agree upon, and such additional closings (together with the First Closing, each, a “Closing”) that may occur from time to time, at the terms and conditions set forth in this Agreement, the date and time discretion of the Company, during the 90 days following the First Closing shall be the (each, a "Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”Date")), ; provided, that all of the conditions set forth in Article IV hereof and applicable to the a Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the a Closing the Company shall deliver or cause to be delivered to each Purchaser (i) that number of (x) Series A Shares and (y) a certificate for the Warrant to purchase such number of Preferred Shares shares of Common Stock set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (zii) any other documents required to be delivered pursuant to Article IV hereof. At the a Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and the Warrants for an aggregate purchase price of up to five hundred thousand ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 500,000.00) (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about December 23, 2009 (the Units to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of Xxxxxx & JaclinVision Opportunity Master Fund, LLPLtd., 000 Xxxxx 0 20 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxxxx 000Xxx Xxxx, XxxxxxxxxXxx Xxxx 00000 at 10:00 a.m., XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). set forth opposite their respective names on Exhibit A. The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx1065 Avenue of the Americas, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms ) at 10:00 a.m. on March 10, 2006 or at such time and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation may agree upon (the “Placement AgentClosing Date”)“), provided, that all of the conditions set forth in Article IV V hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (herewith. At the “Closing Date”). Subject to the terms and conditions of this AgreementClosing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xa) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares as is set forth opposite the name of such Purchaser on Exhibit A heretoA, (yb) its Warrants a Warrant registered in the name of the Purchaser to purchase such number of shares of Common Stock Warrant Shares as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (zc) any other documents deliveries as required to by Article V. Each Purchaser understands that none of the Conversion Shares or the Warrant Shares will be delivered pursuant to Article IV hereofissued until they have been approved for listing by the American Stock Exchange. At the Closing, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. (a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but and not jointly, agree to purchase the Units Closing Notes and Debt Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 12,600,000 (the “Purchase Price”). At the Closing, each Purchaser shall deliver the applicable portion of the Purchase Price as indicated on Exhibit A hereto by wire transfer of immediately available funds to the Company. (b) The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) shall take place on or before September 9, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation 2011 (the “Placement AgentClosing Date”)), provided, that all of the conditions set forth in Article IV 4 hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith. The Closing shall take place at the offices of Tang Capital Partners, LP (the “Closing DateLead Purchaser”), 4000 Xxxxxxxx Xxxx, Xxxxx Xxxxx, Xxx Xxxxx, XX 00000 at 10:00 a.m. Pacific Standard Time, or at such other time and place as the parties may agree. Subject to the terms and conditions of this Agreement, at the Closing Closing, each Purchaser shall purchase and the Company shall issue and deliver or cause to be delivered to each Purchaser (x) a certificate for Closing Notes in the number principal amounts set forth opposite the name of Preferred Shares such Purchaser on Exhibit A hereto and related Debt Warrants to purchase up to the aggregate principal amount of G Notes set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price number of up Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A. The Company shall be entitled to $10,000,000 issue and sell such number of Shares and Warrants to Purchasers at one or more closings (each, a "Closing") consummated prior to the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing filing of the purchase and sale registration statement providing for the resale of the Units Shares and the Warrants Shares, in each case pursuant to the terms of this Agreement and provided that each such Purchaser executes a signature page hereto and to each of the other Transaction Documents (as defined in Section 2.1(b) hereof) to which the Purchasers are a party, and thereby agrees to be acquired bound by and subject to the Purchasers from terms and conditions hereof and thereof Each date on which a Closing takes place under the Company under terms of this Agreement shall be deemed to be a "Closing Date". Each Closing shall take place at the offices of Xxxxxx Kramer Levin Naftalis & JaclinXxxxxxx XXX, LLP0000 Xxxnue xx xxx Amerixxx, 000 Xxxxx 0 XxxxxXxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later xx xxxx xxxx xxx xx xxxh date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”))may agree upon but in no event later than February 15, 2007, provided, that all of the conditions set forth in Article IV hereof and applicable to the each Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this AgreementAt each Closing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xi) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares as is set forth opposite the name of such Purchaser on Exhibit A heretoA, (yii) its Warrants a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (ziii) any other documents deliveries as required to be delivered pursuant to by Article IV hereofIV. At the each Closing, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for Preferred Shares with an aggregate purchase price Stated Value of up to $10,000,000 7,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Aggregate Purchase Price”), provided, however, that Preferred Shares with a Stated Value of $3,618,461 will be issued in exchange for the transfer by Platinum-Montaur Life Sciences, LLC (“Platinum”) of 1,230,769 freely tradable shares of common stock of Navidea Biopharmaceuticals, Inc., a Delaware corporation, which shares trade on the NYSE Amex (the “Consideration Shares”); and provided further, that a portion of the Aggregate Purchase Price may also be paid by certain Purchasers forgiving outstanding indebtedness owed by the Company as evidenced by bridge notes held by such Purchasers. The initial closing (the “Initial Closing”) of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices such time as Purchasers have executed this Agreement to purchase at least Five Hundred Thousand Dollars ($500,000) of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms Preferred Shares and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). After the Initial Closing, the Company may conduct any number of additional closings (each, an “Additional Closing” and, together with the Initial Closing, a “Closing”) so long as the final Additional Closing occurs on or before the 120th day following the Initial Closing Date. Subject to all conditions to Closing have been satisfied or waived, each Closing shall take place at such time and place as the parties shall agree (a “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate certificates for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A the signature pages hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A the signature pages attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for $2.25 per Unit (the “Unit Price”) for an aggregate purchase price of up to $10,000,000 5,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (amount paid by each Purchaser is referred herein as the “Purchase Price”). The Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxxxx Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLP (the “Closing”). Subject ) by the earlier to the terms and conditions set forth in this Agreement, the date and time occur of (a) completion of the $1,500, 000 ( the “Minimum Offering Amount”) and receipt by the Escrow Agent (as defined in the Escrow Deposit Agreement) of the Minimum Offering Amount, or (b) by 5:00 pm (EDT) on December 15, 2014 ( the “Initial Closing shall be Date”); or by the earlier of (a) completion of the sale of all Units included in the Maximum Offering (subject to increase to cover over-allotments, if any), or (b) by 5:00 pm (EDT) on December 31, 2014 ( the “Final Closing Date” collectively with the Initial Closing Date (or such later date are sometimes referred herein as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)) which can be further extended up to 30 days by the mutual agreement of the Company and the Placement Agent if the sale of all Units in the Maximum Offering has not been completed by the Final Closing Date. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares Convertible Debenture set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV 4 hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Deposit Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Purchase Shares and the Warrants for an the aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit set forth on Addendum A (the “Purchase Price”). The Purchase Shares and Warrants shall be sold and funded in one or more closings (each a “Closing,” and collectively, the “Closings”). Each Closing shall take place when all closing of the purchase and sale of the Units conditions provided herein are met by all parties to be acquired by the Purchasers from the Company under this Agreement (the “Closing Date”). Each Closing shall take place at the offices of Xxxxxx Gusrae, Xxxxxx, Xxxxx & Jaclin, LLPXxxxxxx, 000 Xxxxx 0 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx, XxxxxxxxxXxx Xxxx 00000, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreementat 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or such later date other time and place as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing parties shall have been fulfilled or waived in accordance herewith (the “Closing Date”)so agree. Subject to the terms and conditions of this Agreement, at the each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) irrevocable transfer instructions to the Company’s transfer agent to issue to each Purchaser promptly following the Closing a certificate for the number of Preferred Purchase Shares set forth opposite the name of such Purchaser on Exhibit Addendum A hereto, (y) its Warrants to purchase such number of shares of Common Stock Warrant Shares as is set forth opposite the name of such Purchaser on Exhibit Addendum A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At The initial Closing (the “Initial Closing”) shall be for no less than $2,250,000. Unless otherwise agreed to by the Company, the Purchasers and the Target, at each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow Company’s account pursuant to the wire instructions to be delivered to the Company by Access America Fund, LP (“AAF”). In the event that the afore-mentioned parties determine to establish an escrow account on behalf of the Company (the “Escrow General Agreement Account”), then at each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the such Escrow Account with the escrow agent (as hereafter definedthe “Escrow Agent”) pursuant to and in accordance with the terms and conditions of an escrow agreement (the “Escrow Agreement”), by and between Company, the Escrow Agent and AAF.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an that number of Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”) of the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A. The Purchase Price for the Preferred Shares and the Warrants shall be not less than Two Million Dollars ($2,000,000) and not more than Five Million Dollars ($5,000,000). The closing Company acknowledges that a portion of the purchase Purchase Price shall be paid by certain Purchasers surrendering for cancellation certain promissory notes issued by the Company to such Purchasers as more fully set forth on Schedule 1.3 hereto. The Company shall be entitled to issue and sale sell such number of Preferred Shares and Warrants to Purchasers at one or more closings (each, a “Closing”) consummated prior to the filing of the Units registration statement providing for the resale of the Conversion Shares and the Warrant Shares, in each case pursuant to terms of this Agreement and provided that each such Purchaser executes a signature page hereto and to each of the other Transaction Documents (as defined in Section 2.1(b) hereof) to which the Purchasers are a party, and thereby agrees to be acquired bound by and subject to the Purchasers from terms and conditions hereof and thereof. Each date on which a Closing takes place under the Company under terms of this Agreement shall be deemed to be a “Closing Date.” Each Closing shall take place at the offices of Xxxxxx Kxxxxx Xxxxx Xxxxxxxx & Jaclin, Fxxxxxx LLP, 000 Xxxxx 0 Xxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date other place as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (may agree upon, upon the “Placement Agent”)), provided, that all satisfaction of each of the conditions set forth in Article IV hereof and applicable hereof. Funding with respect to the each Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price take place by wire transfer of immediately available funds on or prior to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)applicable Closing Date.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 8,000,000 (the “Purchase Price”). The Preferred Shares and the warrants shall be sold and funded in one or more closings (each, a “Closing”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) its Warrants to purchase such number of shares of Common Stock Preferred Shares as is set forth opposite the name of such Purchaser Purchase on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to Five Million Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 5,000,000) (the “Purchase Price”). The closing of the purchase and sale of the Units Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before April 19 , 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Note for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) its Warrants a Series A Warrant, Series B Warrant and Series C Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereofhereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. (a) Subject to the terms and conditions hereof, the Company agrees has agreed to issue and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree Purchaser has agreed to purchase for $0.05 per share payable in the Units legal currency of the United States or China based on the currency exchange ratio set forth on the signature page, such number of shares of common stock (each a “Share” and collectively the “Shares”) for an aggregate purchase price of up to $10,000,000 (listed on the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit signature page hereto (the “Purchase Price”). The . (b) Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Units to be acquired by Shares (the Purchasers from the Company under this Agreement “Closing”) shall take place at the offices of Xxxxxx & Jaclin, Xxxxxxxxx Xxxx Xxxxxxx Carmel LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, on the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to occurrence of completion of and receipt by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith Purchase Price (the “Closing Date”). . (c) Subject to the terms and conditions of this Agreement, at the Closing Closing, the Company shall deliver or cause to be delivered to each the Purchaser (xi) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (ystatement report issued by its transfer agent or stock certificate(s) its Warrants to purchase evidencing such number of shares of Common Stock as is set forth opposite Shares issued to the name of such Purchaser on Exhibit A attached hereto Purchaser, and (zii) any other documents required to be delivered pursuant to Article IV hereofthis Agreement. At On or before the time of the Closing, each the Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement wire information contained in Exhibit C to this Agreement. (as hereafter defined)d) The Company may conduct the Closing on a rolling basis and the Offering has commenced from October 26, 2023 and shall terminate on January 30, 2024 unless the Company extends such offering period at its sole discretion.

Purchase Price and Closing. Subject to Upon the terms and subject to the conditions hereofset forth herein, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an that number of Shares at a price per Share equal to $6.50, in each case as set forth opposite such Purchaser’s name on Exhibit A hereto. The aggregate purchase price of up payable by each Purchaser for the Shares that such Purchaser is hereby agreeing to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit is set forth opposite such Purchaser’s name on Exhibit A hereto (the “Purchase Price”). The closing of the purchase and sale of the Units Shares to be acquired by the Purchasers from the Company under this Agreement (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & JaclinXxxxxx, LLPP.C., 000 Xxxxx 0 XxxxxXxxx Xxxx Xxxx, Xxxxx 000Xxxx Xxxx, XxxxxxxxxXxxxxxxxxx 00000 at 10:00 a.m., XX 00000 Pacific Time (the “Closing”). Subject to the terms and conditions set forth in this Agreementi) on or before June 27, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))2011, provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers purchasing a majority of the Shares hereunder and the Company may agree upon (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to The entire Purchase Price payable by each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of pursuant hereto shall be paid by such Purchaser on Exhibit A heretoin cash, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to of immediately available funds at the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Closing.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to each of the Purchasers and, each Purchaser, severally and not jointly, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree agrees to purchase the number of Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), set forth opposite each such Purchaser’s name on Exhibit A hereto at a per Unit purchase price of $4.00 1.60 per Unit (the “Purchase Price”). The closing closing(s) of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Ellenoff Xxxxxxxx & Jaclin, Schole LLP, 000 Xxxxx 0 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxxxx 000, XxxxxxxxxXxx Xxxx, XX 00000 (each a “Closing” and the first Closing, the “Initial Closing”). There shall be no required minimum amount required for the Initial Closing and no maximum number of Units which may be sold in this Offering, provided however, the Company, at its sole discretion, may at any time set a maximum amount of Units to be sold in this offering. Subject to the terms and conditions set forth in this Agreement, the date and time of the a Closing shall be the a Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (Maxim Group LLC, as the “Placement Agent”)Agent of this offering), provided, that all of the conditions set forth in Article IV hereof and applicable to the a Closing shall have been fulfilled or waived in accordance herewith (each a “Closing Date” and the date of the Initial Closing, the “Initial Closing Date”). Subject to the terms and conditions of this Agreement, at the a Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Ordinary Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock Ordinary Shares as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the a Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, unless this Agreement has been terminated pursuant to Article VII hereof, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price number of up to $10,000,000 (the “Offering Amount”)Shares and Warrants, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). set forth opposite their respective names on Exhibit A. The closing of the purchase and sale of the Units Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Kramer Levin Naftalis & Jaclin, Frankel LLP, 000 Xxxxx 0 Xxxxx1177 Avenue of the Americas, Xxxxx 000New Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreementthx "Xxxxing") xx Xxx 0, the date and time of the Closing shall be the Closing Date 0000 (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)xxx "Xxxxxxx Xxxx"), providedxxxxxxxx, that all xxxx xll of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (herewith. At the “Closing Date”). Subject to the terms and conditions of this AgreementClosing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xi) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares as is set forth opposite the name of such Purchaser on Exhibit A heretoA, (yii) its Warrants a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (ziii) any other documents deliveries as required to be delivered pursuant to by Article IV hereofIV. At the Closing, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally severally, but not jointly, agree to purchase that number of the Units for an set forth opposite their respective names in SCHEDULE 1.01. The aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”)Units being acquired by each Purchaser is set forth opposite such Purchaser's name in SCHEDULE 1.01. The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement (the "CLOSING") shall take place (including by means of courier, facsimile and electronic transmissions) at the offices of Xxxxxx Morgan, Lewis & Jaclin, Bockius LLP, 000 Xxxxx 0 Xxxxx101 Park Avenue, Xxxxx 000New York, XxxxxxxxxNew York 10000 xx 00:00 a.m. on January 00, XX 00000 0000 (the “Closing”xxx "XXXXXXX XXXX"). Subject to the terms and conditions set forth in this AgreementXx xxx Xxxxing, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall will deliver or cause to be delivered to each Purchaser (x) a certificate certificates for the number of Preferred (i) Shares and (ii) Options, in each case, set forth opposite its name under the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares heading "Number of Common Stock Shares" and "Number of Options", as is applicable, in SCHEDULE 1.01 registered, in each case, on the books of the Company in such Purchaser's name (or its nominee), against delivery of a transfer of funds to the account of the Company by wire transfer, representing the cash consideration for the Units set forth opposite such Purchaser's name under the name of such Purchaser heading "Aggregate Purchase Price" on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)SCHEDULE 1.01.

Purchase Price and Closing. Subject to the terms and -------------------------- conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to Fifteen Million Dollars ($10,000,000 15,000,000) (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “"Purchase Price”"). The closing of the purchase and sale of the Units Notes and ------------- Warrants to be acquired by the Purchasers from the Company under this Agreement --- shall take place at the offices of Kramer Levin Naftalis & Franxxx XXX, 0000 Xxxxxx & Jaclinof xxx Xxericas, LLPXxx Xxxx, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreementxxx "Xxxxxxx") xx 00:00 x.m., the date and ------- New York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before December 4, 2006; provided, that all of the -------- conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may mutually agree upon (the “"Closing Date”"). Subject to the terms and conditions of this ------------- Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such --------- number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to --------- be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)agent.

Purchase Price and Closing. (a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree Purchaser agrees to purchase for $2.83 per Share, such number of shares of Common Stock (each a “Share” and collectively the Units “Shares”) for an aggregate purchase price of up to $10,000,000 (listed on the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit signature page hereto (the “Purchase Price”). The . (b) Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Units to be acquired by Shares (the Purchasers from the Company under this Agreement “Closing”) shall take place at the offices office of Xxxxxx & Jaclinthe Company, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, on the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to occurrence of completion of and receipt by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith Purchase Price (the “Closing Date”). . (c) Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each the Purchaser (xi) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto Shares, and (zii) any other documents required to be delivered pursuant to Article IV hereofthis Agreement. At the time of the Closing, each the Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement wire information provided by the Company. (d) Subject to all conditions to Closing being satisfied or waived, the Closing shall take place with the number of Shares no more than 19.9% of the outstanding number of shares of Common Stock of the Company on the Closing Date (the “19.9% Limit”). Any number of Shares not purchased as hereafter defineda result of the 19.9% Limit shall be purchased by the Purchaser within three (3) business days after shareholders of the Company shall have approved the transactions contained herein as required by the rules and regulation of the NASDAQ Stock Market (the “Shareholder Approval”).

Purchase Price and Closing. (a) Subject to the terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers each Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaserseach Purchaser severally, severally but not jointly, agree agrees to purchase the Units Notes set forth opposite such Purchaser’s name on Exhibit A for an aggregate purchase price of up the amount to $10,000,000 be paid by such Purchaser for the Notes as specified on Exhibit A (the “Offering Amount”)as to each Purchaser, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing At the Closing (as defined below), each Purchaser shall deliver an amount equal to its respective Purchase Price by wire transfer of immediately available funds to the purchase and sale of the Units to be acquired account or accounts designated by the Purchasers from the Company Company. (b) The Closing under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, ) shall take place on the date and time of the Closing shall be the Closing Date (hereof or such later other date as is the parties may mutually agreed to by the Company and Newbridge Securities Corporation agree (the “Placement AgentClosing Date”)), provided, that all of the conditions set forth in Article IV 4 hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (herewith. The Closing shall take place at the “Closing Date”)offices of Kleinberg, Kaplan, Xxxxx & Xxxxx, P.C., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m. New York Time, or at such other time and place as the parties may agree. Subject to the terms and conditions of this Agreement, at the Closing the Purchasers shall purchase and the Company shall issue and deliver or cause to be delivered to each Purchaser (x) a certificate the Notes for the number of Preferred Shares applicable amounts set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to Three Million Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 3,000,000) (the “Purchase Price”). The Notes shall be sold and funded in two separate closings (each a “Closing”). The initial Closing under this Agreement (the “Initial Closing”) shall be funded in the amount of $2,000,000 and shall take place on the date hereof (the “Initial Closing Date”). The second closing under this Agreement (the “Second Closing”) shall be funded in the amount of $1,000,000 and shall take place on or before August 1, 2007; provided, that the Company has not closed a financing of its debt or equity securities prior to such date (the “Second Closing Date”). The Initial Closing Date and the Second Closing Date are sometimes referred to in this Agreement as the “Closing Date”. Each Closing of the purchase and sale of the Units Notes to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, XxxxxxxxxXxx Xxxx 00000 at 10:00 a.m., XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the such Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and the Warrants for an aggregate purchase price of up to one million five hundred thousand dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 1,500,000) (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about February 9, 2009 (the Units to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of Xxxxxx Sadis & Jaclin, Xxxxxxxx LLP, 000 Xxxxx 0 Xxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx, XxxxxxxxxXxx Xxxx 00000 at 10:00 a.m., XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to the escrow account pursuant Company. In addition, the parties acknowledge that no more than Thirty Five Thousand ($35,000) dollars of the Purchase Price funded on the Closing Date shall be deducted by the Purchase Price from the total amount otherwise payable to the Escrow General Agreement (as hereafter defined)Company, and paid over to counsel for the Purchasers in payment of reasonable legal fees and out of pocket expenses of the Purchasers’ counsel.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 5,500,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “"Purchase Price”"). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Kramer Levin Naftalxx & JaclinXxxxxxx XXX, LLP0007 Axxxxx xf the Xxxxxxxx, 000 Xxxxx 0 XxxxxXxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreementxxx "Xxxxxxx") xx 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit [2,070,000] (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before January 16, 2007; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of ­ Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Shares for a purchase price $1.10 per share (the “Per Share Purchase Price”) for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”), provided, however, that $1,000,000 of the Purchase Price with respect to the purchase of Shares by MKM Opportunity Master Fund, Ltd. (“MKM”) will be paid by the delivery by MKM to the Company of 4,800,000 freely tradable shares of common stock (the “Consideration Shares”) of Quantum Materials Corp., a Delaware corporation, (“QTMM”) which shares of common stock of QTMM are eligible for quotation on the OTCQB, and provided further, that a portion of the Purchase Price may also be paid by certain Purchasers converting outstanding indebtedness owed to such Purchasers by the Company as evidenced by the Promissory Notes (as defined in Section 1.5 below) held by such Purchasers. The initial closing (the “Initial Closing”) of the purchase and sale of the Units Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at such time as Purchasers have executed this Agreement to purchase at least One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock (which amount shall not include the offices exchange of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject Promissory Notes pursuant to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)Section 1.5 hereof), provided, that and all of the conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). After the Initial Closing, the Company may conduct any number of additional closings (each, an “Additional Closing” and, together with the Initial Closing, a “Closing”) so long as the final Additional Closing occurs on or before the 90th day following the Initial Closing Date. Such Additional Closings may utilize a third party escrow agent in connection therewith. Subject to the terms and all conditions of this Agreement, at the to Closing the Company shall deliver have been satisfied or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closingwaived, each Purchaser Closing shall deliver its Purchase Price by wire transfer to take place at such time and place as the escrow account pursuant to the Escrow General Agreement parties shall agree (as hereafter defineda “Closing Date”).

Purchase Price and Closing. Subject to the terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers each Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaserseach Purchaser, severally but not jointly, agree agrees to purchase the Units Securities set forth opposite such Purchaser’s name on Exhibit A for an aggregate purchase price of up the amount to $10,000,000 be paid by such Purchaser for the Securities as specified on Exhibit A (the “Offering Amount”)as to each Purchaser, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). At the Closing (as defined below) under this Agreement, each Purchaser shall deliver its Purchase Price by wire transfer of immediately available funds to the Company. The closing Purchase Price shall be allocated to the Shares to the extent of the purchase and sale fair market value of the Units shares on the Share Issuance Date, and the remainder of the Purchase Price that is not allocated to the Shares shall be acquired by allocated to the Purchasers from the Company Notes. (a) The Closing under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) shall take place on or before February 5, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation 2010 (the “Placement AgentClosing Date”)), provided, that all of the conditions set forth in Article IV 4 hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (herewith. The Closing shall take place at the “Closing Date”)offices of Kleinberg, Kaplan, Xxxxx & Xxxxx, P.C., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m. Eastern Standard Time, or at such other time and place as the parties may agree. Subject to the terms and conditions of this Agreement, at the Closing the Purchasers shall purchase and the Company shall issue and deliver or cause to be delivered to each Purchaser (x) a certificate Notes for the number of Preferred Shares applicable amounts set forth opposite the name of such Purchaser on Exhibit A hereto. As provided in Section 3.1, on the Share Issuance Date (yas defined in Section 3.1) its Warrants the Company shall issue and deliver or cause to purchase such number of shares of Common Stock as is be delivered to each Purchaser Shares in the applicable percentages set forth opposite the name names of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)hereto.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 3,000,000 (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and the Warrants for an aggregate purchase price of up to three million dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 3,000,000) (the “Purchase Price”) and the cancellation of the Existing Notes. The closing under this Agreement (the “Closing”) shall take place on or about May 21, 2009 (the “Closing Date”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company Closing under this Agreement shall take place at the offices of Xxxxxx Sadis & Jaclin, Xxxxxxxx LLP, 000 Xxxxx 0 Xxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx, XxxxxxxxxXxx Xxxx 00000 at 10:00 a.m., XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to the escrow account pursuant Company and surrender of the applicable Existing Notes to the Escrow General Agreement Company. In addition, the parties acknowledge that no more than twenty-five thousand (as hereafter defined)$25,000) dollars of the Purchase Price funded on the Closing Date shall be deducted by the Purchase Price from the total amount otherwise payable to the Company, and paid over to counsel for the Purchasers in payment of reasonable legal fees and out of pocket expenses of the Purchasers’ counsel.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase purchase, that number of the Units for an Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price of up to $10,000,000 the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A (the “Offering Amount”)for each such purchaser, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & JaclinPlatinum Montaur Life Sciences, LLPLLC (the “Lead Purchaser”), 000 Xxxxx 0 Xxxxx100 Xxxx 00xx Xxxxxx, Xxxxx 000, XxxxxxxxxXxx Xxxx, XX 00000 or at such other place as the Purchasers and the Company may agree upon (the “Closing”). Subject to the terms and conditions set forth in this Agreement, at 10:00 a.m., New York time on the date and time of on which the Closing shall last to be the Closing Date (fulfilled or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all waived of the conditions set forth in Article IV hereof and applicable to the Closing shall have been be fulfilled or waived in accordance herewith (the “Closing Date”). Subject to At the terms and conditions of this AgreementClosing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares set forth opposite the name of that such Purchaser on Exhibit A hereto, (y) its is purchasing pursuant to the terms hereof and the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. A. At or before the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for $25,000.00 per Unit (the “Unit Price”) for an aggregate purchase price of up to $10,000,000 10,000,000, including the over-allotment options, (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (amount paid by each Purchaser is referred herein as the “Purchase Price”). The Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxxxx Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLP (the “Closing”). Subject ) by the earlier to the terms and conditions set forth in this Agreement, the date and time occur of (a) completion of the $3,000,000 (the “Minimum Offering Amount”) and receipt by the Escrow Agent (as defined in the Escrow Deposit Agreement) of the Minimum Offering Amount, or (b) by 5:00 pm (EDT) on September [ ], 2015 (the “Initial Closing shall Date”); or by the earlier of (a) completion of the sale of all Units included in the Maximum Offering (subject to increase to cover over-allotments, if any), or (b) by 5:00 pm (EDT) on September [ ], 2015 (the “Final Closing Date”) which can be further extended up to 30 days by the Closing Date (or such later date as is mutually agreed to by mutual agreement of the Company and Newbridge Securities Corporation the Placement Agent if the sale of all Units in the Maximum Offering has not been completed by September [ ], 2015 (the “Placement Agent”))Final Closing Date, provided, that all of collectively with the conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (Date are sometimes referred herein as the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for Notes in the number of Preferred Shares amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV 4 hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Subscription Agreement and Escrow General Deposit Agreement (as such terms are hereafter defined). Subject to Section 7.18, the Company and Tripoint may also, by mutual agreement, terminate the offering and the Company and TriPoint Global Equities, LLC (the “Placement Agent”) would then notify the Escrow Agent to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units UNITS for $25,000.00 per Unit (the “Unit Price”) for an aggregate purchase price of up to $10,000,000 5,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (amount paid by each Purchaser is referred herein as the “Purchase Price”). The Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement UNITS shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxxxx Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLP (the “Closing”). Subject ) by the earlier to the terms and conditions set forth in this Agreement, the date and time occur of (a) completion of the $3,000,000 ( the “Minimum Offering Amount”) and receipt by the Escrow Agent (as defined in the Escrow Deposit Agreement) of the Minimum Offering Amount, or (b) by 5:00 pm (EDT) on July 30, 2014 ( the “Initial Closing shall Date”); or by the earlier of (a) completion of the sale of all UNITS included in the Maximum Offering (subject to increase to cover over-allotments, if any), or (b) by 5:00 pm (EDT) on August 14, 2014 ( the “Final Closing Date”) which can be further extended up to 30 days by the Closing Date (or such later date as is mutually agreed to by mutual agreement of the Company and Newbridge Securities Corporation the Placement Agent if the sale of all UNITS in the Maximum Offering has not been completed by August 14, 2014 (the “Placement AgentFinal Closing Date”)), provided, that all of collectively with the conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (Date are sometimes referred herein as the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for Notes in the number of Preferred Shares amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV 4 hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Subscription Agreement and Escrow General Deposit Agreement (as such terms are hereafter defined). Subject to Section 7.16(b), the Company may also, in its sole discretion, terminate the offering and the Company and TriPoint Global Equities, LLC (the “Placement Agent”) would then notify the Escrow Agent to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price number of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). Shares and Warrants set forth opposite their respective names on Exhibit A. The closing of the purchase and sale of the Units Shares and Warrants, in each case, to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Kramer Levin Naftalis & Jaclin, Frankel LLP, 000 Xxxxx 0 Xxxxx1177 Avenue of the Americas, Xxxxx 000New Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the thx "Xxxxing") xx xxxx xxxx xxx xx xxxx xxxx xx xxx Xxxxxxxxxx xxx xhe Company and Newbridge Securities Corporation may agree upon (the “Placement Agent”)"Closing Date"), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the Closing the The Company shall deliver or cause to be delivered to each Purchaser (xi) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares as is set forth opposite the name of such Purchaser on Exhibit A heretowithin three (3) Trading Days (as defined in Section 3.10 hereof) following the Closing, (yii) its Warrants a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto within three (3) Trading Days following the Closing, and (ziii) any other documents deliveries as required to be delivered pursuant to by Article IV hereofat the Closing. At the Closing, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, Purchasers agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to One Million Two Hundred Fifty Thousand Dollars ($10,000,000 1,250,000.00) (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “"Purchase Price”"). The closing of the purchase and sale of the Units Notes and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Jenkens & Jaclin, Gilchrist Parker Chapin LLP, 000 Xxxxx 0 XxxxxThe Chrysler Building, Xxxxx 000405 Lexington Xxxxxx, XxxxxxxxxNxx Xxxx, XX 00000 Xxx York 10174 (the “"Closing”") xx xxxx xxxx xxx xxxxx xx xx xxxx xxxx xx xxe Purchasers and the Company may agree upon (the "Closing Date"). Subject to At the terms and conditions set forth in this AgreementClosing, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xi) a certificate its Note for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, and (yii) its Warrants a certificate representing a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. A. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to Two Million Three Hundred Thousand Dollars ($10,000,000 2,300,000) (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “"Purchase Price”"). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & JaclinLaw Offices of Louis E. Taubman, LLPPC, 000 Xxxxx 0 Xxxxx17 State Strxxx, Xxxxx 0000000, XxxxxxxxxNew Yxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreementxxx "Xxxxxxx") xx 00:00 x.x., the date and Xxw York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before May 31, 2006; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. (a) Subject to the terms and conditions hereof, Accelerant agrees to sell to the Company, and the Company agrees to issue purchase the Shares at the Closing for a sum of Nineteen Million Dollars ($19,000,000), Eighty-Five Million (85,000,000) shares of Common Stock, and sell a warrant to purchase 100,000,000 shares of the Company's common stock, par value $.001 per share (the "Common Stock") (the "Purchase Price"). (b) On the Closing Date, against delivery to the Purchasers and, in consideration Company of and in express reliance upon stock certificates evidencing the representations, warranties, covenants, terms and conditions of this AgreementShares, the PurchasersCompany shall: (i) pay to Accelerant the sum of Nineteen Million Dollars ($19,000,000), severally but not jointly, agree which payment shall be evidenced by the Company's Senior Secured 9% Convertible Promissory Note (the "Note") substantially in the form of Exhibit A attached hereto, (ii) issue to Accelerant 85,000,000 shares of the Common Stock; and (iii) issue to Accelerant a warrant to purchase 100,000,000 shares of the Units for an aggregate purchase price of up to $10,000,000 Common Stock (the “Offering Amount”)"Series A Warrant") substantially in the form of Exhibit B attached hereto. (c) At the Closing, at Accelerant shall deliver: (i) to the Pledgee, certificates representing all of the Shares, duly endorsed in blank for transfer, or with appropriate stock powers in blank attached, which certificates shall be held pursuant to the terms of a per Unit purchase price Pledge Agreement substantially in the form of $4.00 per Unit Exhibit C attached hereto; (ii) to the Company, a certificate executed by an authorized officer of Accelerant, on behalf of Accelerant, to the effect that the conditions set forth in Section 4.1 have been satisfied; and (iii) such other agreements, certificates, and writings as the Company may reasonably require. (d) At the Closing, the Company shall deliver: (i) to Accelerant, the Note; (ii) the Common Stock (iii) the Series A Warrant; (iv) to Accelerant, the Pledge Agreement; (v) to Accelerant, a security agreement (the “Purchase Price”). The closing "Security Agreement") substantially in the form of Exhibit D attached hereto; (vi) to Accelerant, the registration rights agreement (the "Registration Rights Agreement") substantially in the form of Exhibit E attached hereto; (vii) to Accelerant, a certificate executed by an authorized officer of the purchase Company, on behalf of the Company, to the effect that the conditions set forth in Section 4.2 have been satisfied; and (viii) such other agreements, certificates, and writings as the Company may reasonably require. (e) The consummation of the sale of the Units to be acquired Shares, payment of the Purchase Price comprised of the Note and the Warrant and the other transactions contemplated by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxxx Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “"Closing”). Subject to the terms and conditions set forth in this Agreement") at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by Accelerant and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “"Closing Date”"). (f) It is the intention of the parties that the closing of the transactions contemplated by this Agreement take place simultaneously with the Company's purchase of all the issued and outstanding shares of Petals' Class C Preferred Stock (the "Series C Preferred Purchase"), the execution and delivery of a services agreement by and between the Company and Xxxxxx Xxxxx and the issuance of a Series B Warrant to Xx. Subject Xxxxx pursuant thereto (the "Xxxxx Transaction"), the issuance of the Company's Common Stock to Accelerant, and the execution and delivery of a placement agent agreement by and between the Company and Southridge Investment Group LLC. To this end, the closing the Series C Preferred Purchase and the closing of the Xxxxx Transaction and the other referenced transactions are each preconditions to the terms and conditions closing of the contemplated by this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Series A-2 Preferred Stock and Warrants for an aggregate purchase price of up equal to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit aggregate amount set forth in Exhibit A (the “Purchase Price”). The sale of the Series A-2 Preferred Stock and Warrants to the Purchasers shall take place through a closing or series of closings under this Agreement (each referred to as the “Closing”), each taking place on or before May 31, 2009 (each such date referred to as the “Closing Date”). Exhibit A to this Agreement shall be amended from time to time to reflect any additional Closings, without any further action of the parties hereto. Each Closing of the purchase and sale of the Units Series A-2 Preferred Stock and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & JaclinEcho Therapeutics, LLPInc., 000 00 Xxxxx 0 XxxxxXxxxxxx, Xxxxx 000Xxxxxxxx, XxxxxxxxxXxxxxxxxxxxxx 00000, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), 10:00 a.m. New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the Closing Closing, upon payment of the Purchase Price, the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of shares of Series A-2 Preferred Shares Stock set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereofhereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Price.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to Three Million Five Hundred Thousand Dollars ($10,000,000 3,500,000) (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”"PURCHASE PRICE"). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Sadis & Jaclin, Xxxxxxxx LLP, 000 Xxxxx 0 Xxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement"CLOSING") at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), providedmay agree upon; PROVIDED, that all of the conditions set forth in Article ARTICLE IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”"CLOSING DATE"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit EXHIBIT A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit EXHIBIT A attached hereto and (z) any other documents required to be delivered pursuant to Article ARTICLE IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined). In addition, the parties acknowledge that Thirty Five Thousand Dollars ($35,000) of the Purchase Price funded on the Closing Date shall be deducted by the escrow agent from the total amount otherwise payable to the Company, and paid over to counsel for the Purchasers in payment of legal fees of the Purchasers.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to One Million Five Hundred Thousand Dollars ($10,000,000 1,500,000) (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “"Purchase Price”"). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “"Closing”). Subject to the terms and conditions set forth in this Agreement") at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined).Company. Representations and Warranties

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, unless this Agreement has been terminated pursuant to Article VII hereof, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price number of up to $10,000,000 (the “Offering Amount”)Shares and Warrants, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). set forth opposite their respective names on Exhibit A. The closing of the purchase and sale of the Units Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Kramer Levin Naftalis & Jaclin, Frankel LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time 1177 Avenue of the Closing shall be the Closing Date Americas, Nxx Xxxx, Xxx Xxxx 00036 (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation xxx "Xlosing") xx Xxx 0, 0000 (the “Placement Agent”)xxx "Xxxxxxx Xxxx"), providedxxxxxxxx, that xxxt all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (herewith. At the “Closing Date”). Subject to the terms and conditions of this AgreementClosing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xi) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares as is set forth opposite the name of such Purchaser on Exhibit A heretoA, (yii) its Warrants a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (ziii) any other documents deliveries as required to be delivered pursuant to by Article IV hereofIV. At the Closing, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. (a) Subject to the terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers each Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaserseach Purchaser, severally but not jointly, agree agrees to purchase the Units Preferred Shares, Common Shares, and Warrants set forth opposite such Purchaser’s name on Exhibit A for an aggregate purchase price the amount to be paid by such Purchaser for the Preferred Shares, Common Shares, and Warrants as specified on Exhibit A (as to each Purchaser, the “Subscription Amount”). At the Closing (as defined below) under this Agreement, each Purchaser shall deliver (i) 67.5% of up the Subscription Amount by wire transfer of immediately available funds to $10,000,000 the Company; (ii) 7.5% of the Subscription Amount by wire transfer of immediately available funds to Xxxxx and Company, LLC as representative of the Placement Agents; and (iii) 25% of the Subscription Amount (the “Offering Escrow Amount”)) to Xxxxx Fargo Bank, at a per Unit purchase price of $4.00 per Unit National Association, as escrow agent (the “Escrow Agent”) pursuant to the terms of that certain Escrow Agreement between the Company, the Purchasers, and the Escrow Agent (the “Escrow Agreement”) in the form annexed hereto as Exhibit D. The Purchase Price”). The closing of Price shall be allocated to the purchase Preferred Shares, the Common Shares, and sale of the Units to be acquired Warrants based on their relative fair-market values, as determined by the Purchasers from the Company Purchasers (b) The Closing under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) shall take place on or before November 19, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation 2010 (the “Placement AgentClosing Date”)), provided, that all of the conditions set forth in Article IV 4 hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (herewith. The Closing shall take place at the “Closing Date”)offices of Kleinberg, Kaplan, Xxxxx & Xxxxx, P.C., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m. Eastern Standard Time, or at such other time and place as the parties may agree. Subject to the terms and conditions of this Agreement, at the Closing the Purchasers shall purchase and the Company shall issue and deliver or cause to be delivered to each Purchaser (x) a certificate the Preferred Shares, Common Shares, and Warrants for the number of Preferred Shares applicable amounts set forth opposite the name of such Purchaser on Exhibit A hereto. Also at the Closing, (y) its the Company shall issue and deliver the Preferred Shares, Common Shares, and Warrants to purchase such number of shares of Common Stock as is in the applicable percentages set forth opposite the name names of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)hereto.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to $10,000,000 Five Million Dollars (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit Cdn$5,000,000) (the “Purchase Price”). The closing of the purchase and sale of the Units Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, Xxxxxx Xxxxxxx LLP, 000 Xxxxx 0 XxxxxScotia Plaza, Xxxxx 00000 Xxxx Xxxxxx Xxxx, XxxxxxxxxXxxxxxx, XX 00000 XX, Note and Warrant Purchase Agreement Canada M5H 3Y4 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and Toronto time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))i) on November 22, 2011; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon in writing (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Note for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents deliveries as required to be delivered pursuant to by Article IV hereofIV. At the Closing, each Purchaser shall deliver its respective portion of the Purchase Price as set forth opposite the name of such Purchaser on Exhibit A by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 24,000,000 (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined). In addition, the parties acknowledge that Seven Hundred Fifty Thousand Dollars ($750,000) of the Purchase Price funded on the Closing Date shall be deposited in a separate escrow account with a separate escrow agent to be used by the Company in connection with investor and public relations and securities law compliance, including related legal fees and legal fees relating to minor post-closing corporate matters in the British Virgin Islands, in accordance with Section 3.21 hereof.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Series B Preferred Stock, Common Stock and Series C Preferred Stock for an aggregate purchase price of up equal to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit aggregate amount set forth in Exhibit A (the “Purchase Price”). The sale of the Series B Preferred Stock, Common Stock and Series C Preferred Stock to the Purchasers shall take place through a closing or series of closings under this Agreement (each referred to as the “Closing”), the first of which shall take place on or before June 30, 2009 in an aggregate amount of at least two million dollars ($2,000,000) and the remainder of which shall take place on or before July 15, 2009 (each such date referred to as the “Closing Date”). Exhibit A to this Agreement shall be amended from time to time to reflect any additional Closings, without any further action of the parties hereto. Each Closing of the purchase and sale of the Units Series B Preferred Stock to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclinthe Company, LLP00 Xxxxx Xxxxxxx, 000 Xxxxx 0 XxxxxXxxxxxxx, Xxxxx 000Xxxxxxxxxxxxx 00000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), 10:00 a.m. New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the Closing Closing, upon payment of the Purchase Price, the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of shares of Series B Preferred Shares Stock set forth opposite the name of such Purchaser on Exhibit A hereto and (y) the number of shares of Common Stock (and Series C Preferred Stock, if applicable) set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer Price. The Series B Preferred Stock, the Common Stock and the Series C Preferred Stock are sometimes collectively referred to herein as the escrow account pursuant to the Escrow General Agreement (as hereafter defined)“Securities.”

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to One Million Sixty Two Thousand Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 1,062,000) (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before April 14, 2006; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). The Purchasers acknowledge and agree that the Company may consummate the sale of additional Preferred Shares and Warrants to other purchasers, on terms substantially similar to the terms of this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), which closing shall occur no later than June 5, 2006, for an aggregate purchase price of up to $3,900,000 and a per share purchase price of $0.75 (the “Closing DateAdditional Preferred Stock and Warrant Financing”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined).Company. ­

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the PurchasersPurchaser, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 5,000,000 (the “Maximum Offering Amount”), at a per Unit purchase price of or $4.00 2.5357 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers Purchaser from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx00 Xxxxxxxx, Xxxxx 000, XxxxxxxxxXxx Xxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)Purchaser), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each the Purchaser or its nominee(s) (x) a certificate for the number of Preferred Shares set forth opposite the name of such the Purchaser or its nominee(s) on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such the Purchaser or its nominee(s) on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each the Purchaser shall deliver its Purchase Price by wire transfer to Company and its nominees as so directed. In addition, the parties acknowledge that Five Hundred Thousand Dollars ($500,000) have been deposited in an escrow account pursuant to the an Escrow General Agreement and related amendment entered into as of June 2, 2008 and June 4, 2008 respectively, by and between the Company, Shen Kun International Limited, Vision Opportunity China LP (as hereafter defined“Vision”), and Loeb & Loeb LLP, to be used by the Company in connection with investor and public relations.

Purchase Price and Closing. (a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers Investors and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the PurchasersInvestors, severally but not jointly, agree to purchase the Units for purchase, an aggregate purchase price of up to $10,000,000 6,857,204 of Units (the “Offering AmountUnits”), at each consisting of (i) one (1) share of Series A Preferred Stock convertible into one (1) share of Common Stock and (ii) a per Unit Warrant to purchase price one-half (0.5) share of $4.00 per Unit Common Stock. (the “Purchase Price”). b) The closing Closing of the purchase and sale of the Units to be acquired by the Purchasers Investors from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxx & Jaclin, Xxxxxxxx LLP, 000 Xxxxx 35th Floor, ICBC Tower, 0 XxxxxXxxxxx Xxxx, Xxxxx 000Xxxxxxx Xxxx Xxxx, Xxxxxxxxxat 10 a.m., XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and Hong Kong time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Investors and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV 5 hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser Investor (x) a certificate for the evidencing a number of shares of Series A Preferred Shares set forth opposite the name of such Purchaser on Exhibit A heretoStock as determined pursuant to Section 2.2(a)(i) hereof, and (y) its Warrants a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered determined pursuant to Article IV Section 2.2(a)(ii) hereof. At or prior to the Closing, each Purchaser Investor shall deliver its Purchase Price Investment Amount, after deducting its Reimbursable Fees and Expenses, by wire transfer to the escrow account pursuant to (the “Escrow General Agreement (as hereafter defined)Account”) mutually agreed by the Company and the Placement Agent: Pay to: Citibank, N.A., New York SWIFT code: XXXXXX00 For Account of: Citibank, N.A., Hong Kong SWIFT Code: XXXXXXXX For Further Credit to: Citi AT Escrow Jinhao/Xxxxxx Account Number: 00000000 Reference: Attn : Regional Loans Agency, Jinhao/Xxxxxx escrow acc For the avoidance of doubt, receipt of the aforementioned amounts by the Company shall constitute receipt of the full purchase price for the Units.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Series A-1 Preferred Stock and Warrants for an aggregate purchase price of up equal to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit aggregate amount set forth in Exhibit A (the “Purchase Price”). The sale of the Series A-1 Preferred Stock and Warrants to the Purchasers shall take place through a closing or series of closings under this Agreement (each referred to as the “Closing”), each taking place on or before October 31, 2008 (each such date referred to as the “Closing Date”). Exhibit A to this Agreement shall be amended from time to time to reflect any additional Closings, without any further action of the parties hereto. Each Closing of the purchase and sale of the Units Series A-1 Preferred Stock and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Drinker Xxxxxx & Jaclin, Xxxxx LLP, 000 One Xxxxx 0 XxxxxSquare, Xxxxx 00018th and Xxxxxx Xxxxxxx, XxxxxxxxxXxxxxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement00000, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), 10:00 a.m. New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the Closing Closing, upon payment of the Purchase Price, the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of shares of Series A-1 Preferred Shares Stock set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereofhereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Price.

Purchase Price and Closing. (a) Subject to the terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers each Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaserseach Purchaser, severally but not jointly, agree agrees to purchase the Units Notes and Warrants set forth opposite such Purchaser’s name on Exhibit A for an aggregate purchase price of up the amount to $10,000,000 be paid by such Purchaser for the Notes and Warrants as specified on Exhibit A (the “Offering Amount”)as to each Purchaser, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing At the Closing (as defined below), each Purchaser shall deliver (i) $5,726,282 of the purchase Purchase Price by wire transfer of immediately available funds to the Company less expenses to be reimbursed by the Company pursuant to Section 7.1 and sale (ii) $2,273,718 of the Units Purchase Price (the “Escrow Amount”) to Wxxxx Fargo Bank, National Association, as escrow agent (the “Escrow Agent”) pursuant to the terms of that certain escrow agreement of even date herewith (the “Escrow Agreement”) in the form annexed hereto as Exhibit E. The Purchase Price shall be acquired allocated to the Notes and the Warrants based on their relative fair-market values, as determined by the Purchasers from the Company Purchasers (b) The Closing under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, ) shall take place on the date and time of the Closing shall be the Closing Date (hereof or such later other date as is the parties may mutually agreed to by the Company and Newbridge Securities Corporation agree (the “Placement AgentClosing Date”)), provided, that all of the conditions set forth in Article IV 4 hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (herewith. The Closing shall take place at the “Closing Date”)offices of Kleinberg, Kaplan, Wxxxx & Cxxxx, P.C., 500 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m. Eastern Standard Time, or at such other time and place as the parties may agree. Subject to the terms and conditions of this Agreement, at the Closing the Purchasers shall purchase and the Company shall issue and deliver or cause to be delivered to each Purchaser (x) a certificate the Notes for the number of Preferred Shares applicable amounts set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 6,700,000 (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Loeb & Jaclin, Loeb LLP, 000 Xxxxx 0 Xxxxx300 Xxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined). In addition, the parties acknowledge that (i) Five Hundred Thousand Dollars ($500,000) of the Purchase Price funded on the Closing Date shall be deposited in an escrow account pursuant to the Escrow General Agreement to be used by the Company in connection with investor and public relations and securities law compliance, including related legal fees and legal fees relating to minor post-closing corporate matters in the British Virgin Islands, in accordance with Section 3.20 hereof and (ii) Two Hundred Thousand Dollars ($200,000) of the Purchase Price funded on the Closing Date shall be deposited in an escrow account pursuant to the Escrow General Agreement to fund, the Company’s various working capital usages in the United States in accordance with Section 3.21 hereof.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and the Warrants for an aggregate purchase price of up to Five Million Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 5,000,000) (the “Purchase Price”). The closing of the purchase and sale of the Units Notes and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Sadis & Jaclin, Gxxxxxxx LLP, 000 500 Xxxxx 0 Xxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant Company. In addition, the parties acknowledge that Thirty Five Thousand ($35,000) of the Purchase Price funded on the Closing Date shall be deducted by the Purchase Price from the total amount otherwise payable to the Escrow General Agreement (as hereafter defined)Company, and paid over to counsel for the Purchasers in payment of reasonable legal fees and out of pocket expenses of the Purchasers’ counsel.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Units for an Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price of up to $10,000,000 the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser`s name on Exhibit A (for each such purchaser, the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “"Purchase Price”" and collectively referred to as the "Purchase Prices"). The Company acknowledges and agrees that a portion of the Purchase Price for the Preferred Shares and Warrants will be paid to the Company with the August Note, in the amount set forth on SCHEDULE 1.1 attached hereto. The closing of the purchase and sale of the Units Preferred Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Jenkens & Xxxxxxxxx Xxxxxx & Jaclin, Xxxxxx LLP, The Chrysler Building, 000 Xxxxx 0 XxxxxXxxxxxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “"Closing”). Subject to the terms and conditions set forth in this Agreement") at 10:00 a.m., New York time on (i) the date and time of on which the Closing shall last to be the Closing Date (fulfilled or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all waived of the conditions set forth in Article IV hereof and applicable to the such Closing shall have been be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “"Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined").

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that amount of the Units Notes set forth opposite their respective names on Exhibit A for an aggregate purchase price of up equal to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”)850,000. The closing of the purchase and sale of the Units Notes and Warrants (the "Closing") to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, Xxxxxx LLP at 10:00 a.m. E.S.T. on the date and time of on which the Closing shall last to be the Closing Date (fulfilled or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all waived of the conditions set forth in Article IV hereof and applicable to the Closing shall have been be fulfilled or waived in accordance herewith or such other time and place or on such date as the Purchasers and the Company may agree upon (the “"Closing Date”"). Subject to The Company acknowledges that a portion of the terms and conditions purchase price of this AgreementBalmore Funds, at S.A. ("Balmore") pro rata portion of the Notes may be paid by surrender of a promissory note issued by the Company in favor of Balmore for the principal amount of $100,000 (the "Prior Note"). On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the Purchasers the certificates (xin such denominations as the Purchasers shall request) a certificate for representing the number Notes and the Purchasers shall pay by wire transfer of Preferred Shares funds into an account specified by the Company the purchase price set forth opposite the each such Purchaser's name of such Purchaser on Exhibit A hereto(which in the case of Balmore shall be less the principal amount of the Prior Note). In addition, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto each party shall deliver all documents, instruments and (z) any other documents writings required to be delivered by such party pursuant to Article IV hereof. At this Agreement at or prior to the Closing. This Agreement shall become effective upon the date of execution of this Agreement by each of the parties hereto, each Purchaser which date shall deliver its Purchase Price be no later than December 31, 2000, unless otherwise agreed upon by wire transfer to the escrow account pursuant to Purchasers and the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Units for an Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A. The closing of the purchase and sale of the Units Preferred Shares and Warrants (each, a "Closing") to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxxx Flattau & JaclinKlimpl, LLPLLP 0000 Xxxxxx xx xxx Xxxxxxxx, 000 Xxxxx 0 XxxxxXxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “"Closing”). Subject to the terms and conditions set forth in this Agreement, ") at 10:00 a.m. Pacific Time (i) on the date and time of on which the Closing shall last to be the Closing Date (fulfilled or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all waived of the conditions set forth in Article IV hereof and applicable to the such Closing shall have been be fulfilled or waived in accordance herewith or (ii) such other time and place or on such date as the “Purchasers and the Company may agree upon (each, a "Closing Date”"). Subject to the terms and conditions of this AgreementOn or before each Closing Date, at the Closing the Company shall deliver or cause to be delivered to each Purchaser the escrow agent (xthe "Escrow Agent") a certificate identified in the Escrow Agreement attached hereto as Exhibit D (the "Escrow Agreement") the certificates for the number and series of Preferred Shares set forth opposite each Purchaser's name under the name heading "Number of such Purchaser Preferred Shares to be Purchased" on Exhibit A hereto, registered in such Purchaser's name (yor its nominee) its Warrants and prior to each Closing Date each Purchaser shall pay by wire transfer of funds into escrow the purchase such number of shares of Common Stock as is price set forth opposite the each such Purchaser's name of such Purchaser on Exhibit A attached hereto A. In addition, each party shall deliver all documents, instruments and (z) any other documents writings required to be delivered by such party pursuant to Article IV hereofthis Agreement at or prior to each Closing. This Agreement shall terminate if the Closing of the first tranche of Preferred Shares (the "Tranche I Closing") has not occurred by January 30, 2000. The Company acknowledges that the purchase price of Lightline Limited ("Lightline") pro rata portion of the Preferred Shares and Warrants was advanced and evidenced by a promissory note issued by the Company in favor of Lightline for the principal amount of $300,000 (the "Promissory Note"). At the Closing, each Purchaser the Company shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement Agent stock certificates (in such denominations as hereafter definedLightline shall request) representing the shares of Preferred Stock equal to the total amount of principal and interest accrued and outstanding under the Promissory Note on the date of the Tranche I Closing. Notwithstanding anything to the contrary set forth in this Agreement, the aggregate number of Preferred Stock to be sold hereunder shall not exceed two hundred (200).

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price number of up to $10,000,000 (the “Offering Amount”)Shares and Warrants, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). in each case, set forth opposite their respective names on Exhibit A. The closing of the purchase and sale of the Units Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, Proskauer Rose LLP, 000 Xxxxx 0 Xxxxx1585 Broadway, Xxxxx 000, Xxxxxxxxx, XX 00000 New York 10036 (the “"Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by ") xx xxxx xxxx xxx xx xxxx xxxx xx xxx Xxxxxxxxxx xnd the Company and Newbridge Securities Corporation may agree upon (the “Placement Agent”)"Closing Date"), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (herewith. At the “Closing Date”). Subject Closing, in addition to the terms and conditions of this Agreementitems required to be delivered by the Company pursuant to Section 4.2 hereof, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xi) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares as is set forth opposite the name of such Purchaser on Exhibit A hereto, and (yii) its Warrants a certificate representing each series of Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. A. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the escrow account pursuant Company and receipt of funds to be confirmed by the Escrow General Agreement (as hereafter defined)bank.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up equal to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit aggregate amount set forth in Exhibit A (the “Purchase Price”). The closing under this Agreement (the “Closing”) shall take place on or before February 11, 2008 (the “Closing Date”). The closing of the purchase and sale of the Units Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & JaclinPlatinum Long Term Growth VII, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLC (the “ClosingLead Purchaser”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))100 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, 10:00 a.m. New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the Closing Closing, upon payment of the Purchase Price, the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereofhereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Price.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to Twelve Million Five Hundred Thousand Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 12,500,000) (the “Purchase Price”). The closing of the purchase and sale of the Units Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement (the “Closing”) shall take place at the offices of Xxxxxx & JaclinDLA Piper US LLP at 10:00 a.m., LLPPacific time on April 3, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 2008 or such other date as the Purchasers and the Company may agree upon (the “ClosingClosing Date”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), ; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser Purchaser, against payment of the Purchase Price therefore as set forth below (x) a certificate its Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required hereto. Subject to be delivered pursuant the terms of the Escrow Agreement, prior to Article IV hereof. At the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the an escrow account designated by the Company, and at the Closing such Purchase Price shall be released to the Company in accordance with the Company’s instructions. Notwithstanding anything herein to the contrary, the Company will have the right to issue and sell the Notes and Warrants in multiple closings otherwise pursuant to the Escrow General terms of this Agreement, each of which shall be deemed a Closing with respect to such issuance and sale. Any such sale after the initial Closing shall be made upon the same terms and conditions as those set forth herein, and each subsequent purchaser shall become a party to this Agreement (as hereafter defined)and Exhibit A hereto shall be amended to include such subsequent purchaser) by affixing their signatures hereto or thereto, and shall have the rights and obligations, and be treated as, a Purchaser hereunder and thereunder.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price number of up to $10,000,000 Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A. The Shares and Warrants shall be sold and funded in separate closings (the each, a “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase PriceClosing”). The closing of initial Closing under this Agreement (the purchase and “Initial Closing”) shall take place on or about October ___, 2005 (the “Initial Closing Date”) for the sale of Shares in an amount equal to at least the Units Minimum Purchase Price. Subsequent Closings (each, a “Subsequent Closing”) under this Agreement shall take place no later than the date immediately preceding the sixtieth (60th) business day following the Initial Closing Date (each, a “Subsequent Closing Date”). The Initial Closing Date and each Subsequent Closing Date are sometimes referred to be acquired by in this Agreement as the Purchasers from the Company “Closing Date”. Each Closing under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (or at such other place as the “Closing”). Subject to the terms Purchasers and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the each Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this AgreementAt each Closing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xi) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares set forth opposite the name of that such Purchaser on Exhibit A heretois purchasing pursuant to the terms hereof, (yii) its Warrants a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (ziii) any other documents deliveries as required to be delivered pursuant to by Article IV hereofIV. At the each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 35.00 per Unit (the “Purchase Price”)) for an aggregate purchase price of $20,000,000, provided, however, that the Company, in its sole discretion, shall have the right to increase the aggregate purchase price hereunder to up to $40,000,000. The Subject to all conditions to closing have been satisfied or waived, the closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Loeb & JaclinLoeb, LLP, 000 Xxxxx 0 Xxxxx300 Xxxx Xxxxxx, Xxxxx 000, XxxxxxxxxXxx Xxxx, XX 00000 (the “Closing”). Subject to ) no later than February 26, 2010, which date may be extended for an additional 30 days at the terms and conditions set forth in this Agreement, the date and time sole discretion of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate certificates for the number of Common Shares and Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Closing Escrow General Agreement (as hereafter defined). The Company may also, in its sole discretion, terminate the offering and return the funds deposited in escrow, in accordance with the Closing Escrow Agreement.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and the Warrants for an aggregate purchase price of up to six million ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 6,000,000) dollars (the “Purchase Price”). The closing initial Closing under this Agreement (the “Initial Closing”) shall take place on or about November 29, 2007 (the “Initial Closing Date”). The subsequent closings under this Agreement referred to in Exhibit A shall take place upon the mutual agreement of the purchase Issuers and sale the Purchasers participating in such Subsequent Closing, on or about March 3, 2008 (the “Second Closing”) and June 1, 2008 (the “Final Closing”) (each of the Units Second Closing and Final Closing, a “Subsequent Closing” and the date of any such Subsequent Closing, a “Subsequent Closing Date”). Each of the Initial Closing and each Subsequent Closing are sometimes referred to be acquired by in this Agreement as a “Closings” and the Purchasers from date of any such closing, the Company “Closing Date”. Each Closing under this Agreement shall take place at the offices of Xxxxxx Sadis & Jaclin, Xxxxxxxx LLP, 000 Xxxxx 0 Xxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx, XxxxxxxxxXxx Xxxx 00000 at 10:00 a.m., XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the such Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A heretohereto applicable for such Closing, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto applicable for such Closing and (z) any other documents required to be delivered pursuant to Article IV hereof. At the each Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to the escrow account pursuant Company. In addition, the parties acknowledge that up to Thirty Five Thousand ($35,000) dollars of the Purchase Price funded on the Initial Closing Date and up to Seven Thousand Five Hundred ($7,500) dollars of the Purchase Price funded on each Subsequent Closing Date (assuming such counsel is not required to make any material changes to the Escrow General Agreement (as hereafter defined)Transaction Documents in connection with such Subsequent Closings) shall be deducted by the Purchase Price from the total amount otherwise payable to the Company, and paid over to counsel for the Purchasers in payment of reasonable legal fees and out of pocket expenses of the Purchasers’ counsel.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for $25,000.00 per Unit (the “Unit Price”) for an aggregate purchase price of up to $10,000,000 10,000,000, including the over allotment options, (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (amount paid by each Purchaser is referred herein as the “Purchase Price”). The Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Hxxxxx Xxxxxxx Xxxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 Li LLC (the “Closing”). Subject ) by the earlier to the terms and conditions set forth in this Agreement, the date and time occur of (a) completion of the Minimum Offering Amount and receipt by the Escrow Agent (as defined in the Escrow Deposit Agreement) of the Minimum Offering Amount, or (b) by 5:00 pm (Eastern Time) on _______ [ ], 2017 (the “Initial Closing shall Date”); or by the earlier of (a) completion of the sale of all Units included in the Maximum Offering (subject to increase to cover over-allotments, if any), or (b) by 5:00 p.m. (Eastern Time) on _______ [ ], 2017 (the “Final Closing Date”) which can be further extended up to 30 days by the Closing Date (or such later date as is mutually agreed to by mutual agreement of the Company and Newbridge Securities Corporation the Placement Agent if the sale of all Units in the Maximum Offering has not been completed by _______ [ ], 2017 (the “Placement Agent”))Final Closing Date, provided, that all of collectively with the conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (Date are sometimes referred herein as the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for Notes in the number of Preferred Shares amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV 4 hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Subscription Agreement and Escrow General Deposit Agreement (as such terms are hereafter defined). Subject to Section 7.18, the Company and Tripoint may also, by mutual agreement, terminate the offering and the Company and TriPoint Global Equities, LLC (the “Placement Agent”) would then notify the Escrow Agent to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. a. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Series A Preferred Stock, Series A Warrants and Series B Warrants for an aggregate purchase price of up to One Million Five Hundred Thousand Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 1,500,000) (the “Purchase Price”). . b. The Series A Preferred Stock, Series A Warrants and Series B Warrants shall be sold and funded in a closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) which shall take place on or before February ___, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation 2007 (the “Placement AgentClosing Date”)). The Closing shall take place the office of counsel for the Company as set forth herein, at 10:00 a.m., eastern time; provided, however, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). herewith. c. Subject to the terms and conditions of this Agreement, at the Closing Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of its Series A Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, Stock and (y) its Series A Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereofSeries B Warrants. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer of immediately available funds to an account designated by the escrow account pursuant Company. The Series A Warrants and Series B Warrants are referred to collectively as the Escrow General Agreement (“Warrants.” The number of shares of Common Stock issuable to each Purchaser upon exercise of the Warrants are referred to herein collectively as hereafter defined)the “Warrant Shares.” Any shares of Common Stock issuable upon conversion of the Series A Preferred Stock are herein referred to as the “Conversion Shares.” The Series A Preferred Stock, Warrants and Warrant Shares are sometimes collectively referred to herein as the “Securities.”

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Shares for an aggregate purchase price of up to Two Million One Hundred Seventy Five Thousand ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 2,175,000) Dollars (the “Purchase Price”). The closing of the purchase and sale of the Units Shares and Warrants (collectively, “Securities”) to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxxx, Xxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx Xxxxxx, Xxxxx 000, XxxxxxxxxXxxxxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m. (local time) (i) on or before May 31, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), 2007; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser certificates evidencing its respective Shares, as set forth opposite the name of such Purchaser on Exhibit A hereto. At the Closing, (xi) a certificate for each Purchaser set forth on Schedule 1.2(a) shall deliver its respective portion of the number of Preferred Shares Purchase Price, as set forth opposite the name of such Purchaser on Exhibit A hereto, by wire transfer to an account designated by the Company, and (yii) each Purchaser set forth on Schedule 1.2(b) shall deliver its Warrants to purchase such number respective portion of shares of Common Stock the Purchaser Price, as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, by irrevocably and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closingvoluntarily surrendering, each Purchaser shall deliver its Purchase Price by wire transfer selling, assigning, transferring and conveying to the escrow account pursuant to Company for cancellation such Purchaser’s Junior Unsecured Subordinated Note, in the Escrow General Agreement (amount as hereafter definedset forth opposite such Purchaser’s name on Schedule 1.2(b).

Purchase Price and Closing. (a) Subject to the terms and conditions hereof, each of the Sellers agrees to sell to the Company, and the Company agrees to issue purchase the Shares at the Closing for an aggregate sum of One Million Twelve Thousand Five Hundred Dollars ($1,012,500) and sell warrants to purchase an aggregate of 7,593,750 shares of the Common Stock with an initial exercise price of $0.10 (the "Purchase Price"). (b) On the Closing Date, against delivery to the Purchasers and, in consideration Company of and in express reliance upon stock certificates evidencing the representations, warranties, covenants, terms and conditions of this AgreementShares, the PurchasersCompany shall: (i) pay to each of the Sellers the sum set forth opposite its name on Exhibit A, severally but not jointlywhich payment shall be evidenced by the Company's Junior Unsecured 9% Convertible Promissory Note (collectively, agree the "Note") substantially in the form of Exhibit B attached hereto, and (ii) issue to each of the Sellers a warrant to purchase the Units for an aggregate purchase price number of up to shares of the Company's common stock, par value $10,000,000 0.00 per share, (the “Offering Amount”)"Common Stock") set forth opposite its name on Exhibit A (collectively, at the "Series B Warrant") substantially in the form of Exhibit C attached hereto. (c) At the Closing, each of the Sellers shall deliver: (i) to the pledgee, certificates representing the Shares owned by it, duly endorsed in blank for transfer, or with appropriate stock powers in blank attached, which certificates shall be held pursuant to the terms of a per Unit purchase price of $4.00 per Unit pledge agreement entered into by and between the Company and Accelerant Partners LLC (the “Purchase Price”"Pledge Agreement"). The closing ; (ii) to the Company, a certificate executed by an authorized officer of each of the purchase Sellers, on behalf of the applicable Seller, to the effect that the conditions set forth in Section 4.1 have been satisfied; (iii) to Accelerant Partners LLC, a, intercreditor agreement (the "Intercreditor Agreement") substantially in the form of Exhibit D attached hereto; and (iv) such other agreements, certificates, and writings as the Company may reasonably require. (d) At the Closing, the Company shall deliver: (i) to each of the Sellers, a Note; (ii) to each of the Sellers, a Warrant; (iii) to each of the Sellers and to Accelerant Partners LLC, the Intercreditor Agreement; (iv) to Sellers, a certificate executed by an authorized officer of the Company, on behalf of the Company, to the effect that the conditions set forth in Section 4.2 have been satisfied; and (v) such other agreements, certificates, and writings as the Company may reasonably require. (e) The consummation of the sale of the Units to be acquired Shares, payment of the Purchase Price comprised of the Note and Warrant and the other transactions contemplated by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxxx Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “"Closing”). Subject to the terms and conditions set forth ") at 10:00 a.m., New York time on such date as a Majority in this Agreement, the date and time Interest (herein defined) of the Closing shall be the Closing Date (or such later date as is mutually agreed to by Sellers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “"Closing Date”"). (f) It is the intention of the parties that the closing of the transactions contemplated by this Agreement take place simultaneously with the Company's purchase of 38,000,000 issued and outstanding shares of Petals' common stock, par value $0.00001(the "Common Stock Purchase"), the execution and delivery of a services agreement by and between the Company and Xxxxxx Xxxxx and the issuance of a Series B Warrant to Xx. Subject Xxxxx pursuant thereto (the "Xxxxx Transaction") , the issuance of the Company's Common Stock to Accelerant, and the execution and delivery of a placement agent agreement by and between the Company and Southridge Investment Group LLC. To this end, the closing the Series C Preferred Purchase and the closing of the Xxxxx Transaction and the other referenced transactions are each preconditions to the terms and conditions closing of the contemplated by this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares at a purchase price of USD $5.00 per Preferred Share (the “Purchase Price”) for an aggregate purchase price of up to no less than $10,000,000 5,000,000 (“Minimum Offering ”) and no more than $50,000,000 (the “Maximum Offering Amount”), at a per Unit purchase price of $4.00 per Unit provided, however that if the Company and Chardan Capital Markets LLC (the “Purchase PricePlacement Agent”)) mutually agree, the Company shall have the right to increase the Maximum Offering Amount to $75,000,000. The Provided that at least the Minimum Offering shall have been subscribed for, funds representing the sale thereof shall have been deposited in the Funds Escrow Account (as hereinafter defined) and shall have cleared, and all conditions to closing (the “Closing”) have been satisfied or waived, the closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement Minimum Offering shall take place at the offices of Xxxxxx Loeb & JaclinLoeb, LLP, 000 Xxxxx 0 Xxxxx300 Xxxx Xxxxxx, Xxxxx 000, XxxxxxxxxXxx Xxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreementno later than October 29, the 2010, which date and time may be extended for an additional 60 days by mutual agreement of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of Agent if funds representing the conditions set forth in Article IV hereof and applicable to the Closing shall Minimum Offering have not been fulfilled or waived in accordance herewith received by such date (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser a (xi) if the Preferred Shares will be issued in certificated form, a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (zii) any other documents required to be delivered pursuant to Article IV hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account (“Funds Escrow Account”) pursuant to the escrow agreement between the Company and Collateral Agents LLC (“Funds Escrow General Agreement Agent”) acting as the escrow agent (as hereafter defined)“Funds Escrow Agreement”) for the Closing. Any funds deposited into the Funds Escrow Account within sixty (60) days after the Closing Date (“Post Closing Period”) shall be distributed to the Company after the deduction of the fee of seven (7.0) percent payable to Placement Agent in accordance with the terms of the Funds Escrow Agreement. No funds may be deposited into the Funds Escrow Account after the Post Closing Period. The Company may, in its sole discretion, terminate the Offering if funds representing the Minimum Offering have not been received by December 29, 2010 and in such event the Company will instruct the Funds Escrow Agent to return the funds deposited in the Funds Escrow Account to the respective Purchasers.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an that number of Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price of up to $10,000,000 the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A (the “Offering Amount”)for each such Purchaser, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price” and collectively referred to as the “Purchase Prices”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement Preferred Shares and Warrants shall take place at the offices of Xxxxxx Kxxxxx Xxxxx Xxxxxxxx & Jaclin, Fxxxxxx LLP, 000 Xxxxx 0 Xxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to ) at 1:00 p.m. (eastern time) or at such other time and place as the terms Purchasers and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (may agree upon, upon the “Placement Agent”)), provided, that all satisfaction of each of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) a stock certificate for representing the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents deliveries as required by Article IV. Funding with respect to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser Closing shall deliver its Purchase Price take place by wire transfer of immediately available funds on or prior to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Closing Date.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Securities (as defined below) for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing At each Closing (as defined below) under this Agreement, each Purchaser shall deliver the applicable portion of the purchase and sale Purchase Price by wire transfer of immediately available funds to the Units to be acquired by the Purchasers from the Company Company. (a) The first Closing under this Agreement (the “First Closing”) shall take place at the offices of Xxxxxx & Jaclinon or before July 6, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 2009 (the “ClosingFirst Closing Date”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the First Closing shall have been fulfilled or waived in accordance herewith herewith. The Closing shall take place at the offices of Tang Capital Partners LP (the “Closing DateLead Purchaser”), 4000 Xxxxxxxx Xxxx, Xxxxx Xxxxx, Xxx Xxxxx, XX 00000 at 1:00 p.m. Pacific Standard Time, or at such other time and place as the parties may agree. Subject to the terms and conditions of this Agreement, at the First Closing the Purchasers shall purchase and the Company shall issue and deliver or cause to be delivered to each Purchaser (x) a certificate Securities for the number of Preferred Shares applicable amounts set forth opposite the name of such Purchaser on Exhibit A hereto. (b) At an additional closing (the “Additional Closing”, (y) its Warrants to purchase and along with the First Closing, each a “Closing”), which shall occur on August 6, 2009 or at such number of other time at which the Company and the Purchasers shall mutually agree, the Purchasers shall purchase, and the Company shall issue, additional Notes and shares of Common Stock as is in the amount set forth opposite such Purchaser’s name on Exhibit A; provided, however, that if the name Additional Closing does not occur prior to the Expiration Date, such Additional Closing shall be automatically terminated and neither the Purchasers nor the Company shall have the right to such Additional Closing. The issuance of such Purchaser additional Securities at the Additional Closing, shall be made on Exhibit A attached hereto the terms and (z) any other documents required conditions set forth in this Agreement, and the representations and warranties of the Company set forth in Article 2 and the representations and warranties of the Purchasers in Article 3 hereof shall speak as of the date of such Additional Closing. Any Notes, shares of Common Stock and Warrants issued pursuant to this Section 1.3 shall be deemed to be delivered pursuant to Article IV hereof“Notes,” “Common Stock,” and “Warrants” for all purposes under this Agreement. At For purposes of this Agreement, “Expiration Date” shall mean the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to date the escrow account Company consummates a public offering and issues registered Notes and registered shares of Common Stock pursuant to the Escrow General Agreement S-1 registration statement (as hereafter defined)File No. 333-153278) in an aggregate amount of at least $7,000,000.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 35.00 per Unit (the “Purchase Price”)) for an aggregate purchase price of $30,000,000, provided, however, the Financing Transaction can be closed with a minimum aggregate purchase price of $20,000,000. The Additionally, the Company, in its sole discretion, shall have the right to increase the aggregate purchase price hereunder to up to $40,000,000. Subject to all conditions to closing have been satisfied or waived, the closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Axxxxx & JaclinJxxxxx, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLP (the “Closing”). Subject to the terms and conditions set forth in this Agreement) no later than April 22, the 2010, which date and time of the Closing shall may be the Closing Date (or such later date as is mutually agreed to extended by the Company and Newbridge Securities Corporation _______________________ (the “Placement Agent”)), provided, that all of ) and the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith Company (the “Closing Date”). In the event that the Closing occurs with an amount less than the full offering amount of $30,000,000 (and any permitted over-allotment amount), the Company and the Placement Agent can hold a subsequent closing for all or any portion of the remaining amount of the Financing Transaction not sold at the time of the Closing, provided, however, that such subsequent closing must occur no later than twenty-five days following the Closing. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate certificates for the number of Common Shares and Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV 4 hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Deposit Agreement (as hereafter defined). The Company may also, in its sole discretion, terminate the offering and the Company and the Placement Agent would then notify the Escrow Agent (as defined in the Escrow Deposit Agreement) to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for $100,000 per Unit (the “Unit Price”) for an aggregate purchase price of up to $10,000,000 1,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (amount paid by each Purchaser is referred herein as the “Purchase Price”). The Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxxxx Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLP (the “Closing”). Subject ) by the earlier to the terms and conditions set forth in this Agreement, the date and time occur of (a) completion of the $200, 000 ( the “Minimum Offering Amount”) and receipt by the Escrow Agent (as defined in the Escrow Deposit Agreement) of the Minimum Offering Amount, or (b) by 5:00 pm (EDT) on June 30, 2014 ( the “Initial Closing shall Date”); or by the earlier of (a) completion of the sale of all Units included in the Maximum Offering (subject to increase to cover over-allotments, if any), or (b) by 5:00 pm (EDT) on July 1, 2014 ( the “Final Closing Date”) which can be further extended up to 30 days by the Closing Date (or such later date as is mutually agreed to by mutual agreement of the Company and Newbridge Securities Corporation the Placement Agent if the sale of all Units in the Maximum Offering has not been completed by July 1, 2014 (the “Placement AgentFinal Closing Date”)), provided, that all of collectively with the conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (Date are sometimes referred herein as the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate certificates for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV 4 hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Deposit Agreement (as hereafter defined). Subject to Section 7.16(b), the Company may also, in its sole discretion, terminate the offering and the Company and TriPoint Global Equities, LLC (the “Placement Agent”) would then notify the Escrow Agent to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointlyjointly with respect to the amounts set forth opposite the name of each such Purchaser respectively on Exhibit A, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 1,000,000 (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclinand Xxxxx, LLP, 000 Xxxxx 0 1221 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before September 10, 2009; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xw) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (x) a Class A Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto (y) its Warrants a Class B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Units for an Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price of up the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A (for each such purchaser, the "Purchaser Price" and collectively referred to $10,000,000 (as the “Offering Amount”"Purchase Prices"). The Company acknowledges that the Purchase Price for the pro rata portions of the Preferred Shares and the Warrants purchased by each of Magellan International, at a per Unit purchase price Ltd., Aspen International, Ltd. and Warwick Corporation, Ltd. was advanced and evidenced by separate promissory notes dated October 24, 2000 and November 21, 2000, issued by the Company in favor of Aspen International, Ltd. for the aggregate principal amount of $4.00 per Unit (the “Purchase Price”)750,000. The closing of the purchase and sale of the Units Preferred Shares and Warrants (the "Closing") to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, Xxxxxx LLP, The Chrysler Building, 000 Xxxxx 0 XxxxxXxxxxxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “"Closing”). Subject to the terms and conditions set forth in this Agreement, ") at 1:00 p.m. Eastern Time (i) on the date and time of on which the Closing shall last to be the Closing Date (fulfilled or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all waived of the conditions set forth in Article ARTICLE IV hereof and applicable to the such Closing shall have been be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “"Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined").

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 5,750,000 (the “Purchase Price”). The closing under this Agreement (the “Closing”) shall take place on or before September 26, 2007 (the “Closing Date”). The closing of the purchase and sale of the Units Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & JaclinPlatinum Long Term Growth VI, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLC (the “ClosingLead Purchaser”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, 10:00 a.m. New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereofhereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer of immediately available funds to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. (a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree Purchaser agrees to purchase for $1.84 per Share, such number of shares of Common Stock (each a “Share” and collectively the Units “Shares”) for an aggregate purchase price of up to $10,000,000 (listed on the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit signature page hereto (the “Purchase Price”). The . (b) Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Units to be acquired by Shares (the Purchasers from the Company under this Agreement “Closing”) shall take place at the offices office of Xxxxxx & Jaclinthe Company, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, on the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to occurrence of completion of and receipt by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith Purchase Price (the “Closing Date”). . (c) Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each the Purchaser (xi) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto Shares, and (zii) any other documents required to be delivered pursuant to Article IV hereofthis Agreement. At the time of the Closing, each the Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement wire information provided by the Company. (d) Subject to all conditions to Closing being satisfied or waived, the Closing shall take place with the number of Shares no more than 19.9% of the outstanding number of shares of Common Stock of the Company on the Closing Date (the “19.9% Limit”). Any number of Shares not purchased as hereafter defineda result of the 19.9% Limit shall be purchased by the Purchaser within three (3) business days after shareholders of the Company shall have approved the transactions contained herein as required by the rules and regulation of the NASDAQ Stock Market (the “Shareholder Approval”).