Common use of Purchase Price and Closing Clause in Contracts

Purchase Price and Closing. 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 agree to purchase the Notes and Warrants for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars ($832,500) (the "Purchase Price"), which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing"), at 10:00 a.m., New York time (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon (the "Closing Date"). Funding shall take place by wire transfer of immediately available funds to the Company no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the Purchasers.

Purchase Price and Closing. 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 Purchasers, severally but not jointly, agree to purchase that amount of Debentures and the Notes number of Warrants set forth opposite their respective names on Exhibit A. Each tranche of the purchase and sale of Debentures and Warrants for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars ($832,500) (each, a "Closing" and the first such Closing, the "Purchase Price"), which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "CommissionTranche I Closing") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, Gilchrist Parker Chapin LLP The Chrysler Building, 000 Xxxxxxxxx Xxxxxx405 Lexington Avenux, Xxx XxxxXxrx, Xxx Xxxx 00000 (the "Closing"), 00174 at 10:00 a.m., a.m. New York time xxxx (ix) on the date on which the last to be fulfilled xx xxx xxxx xx xxxxx xxx xxxx xx xx xulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser Purchasers and the Company may agree upon (each, a "Closing Date" and the first such Closing Date, the "Tranche I Closing Date"). The Tranche I Closing shall occur no later than November 21, 2001, and the Closing with respect to the funding of the remainder of the Purchase Price (the "Tranche II Closing") shall occur no later than December 12, 2001, or on such other date as the Purchasers and the Company may agree upon (the "Tranche II Closing Date"). Funding ; provided, however, that the failure of the Tranche II Closing to occur shall take place by wire transfer of immediately available funds not affect the Company's obligations to the Company no later than five (5) business days following Purchasers under this Agreement, the Effectiveness DateRegistration Rights Agreement, the Debenture and the Warrants. The Notes shall be dated as Notwithstanding anything to the contrary herein, the maximum aggregate principal amount of the date that Debentures to be sold by the Company receives all of and purchased by the funds from the PurchasersPurchasers hereunder shall not exceed $3,000,000.

Purchase Price and Closing. The 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 Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred up to Three Million Dollars ($832,5003,000,000) (the "“Purchase Price"”). As of the effective date of this Agreement, which the Company has sold Notes and Warrants for an aggregate purchase price of Two Million Dollars ($2,000,000) in the Initial Closing on June 29, 2007. The remaining Notes and Warrants shall be payable as soon as practicable but sold and funded in no event later than five two separate closings (5) business days after the Securities and Exchange Commission each a “Closing”). The second Closing under this Agreement (the "Commission"“Second Closing”) declares the Registration Statement (as defined shall be funded in the Registration Rights Agreement attached hereto as EXHIBIT E amount of $500,000 and shall take place on the date hereof (the "Registration Rights Agreement"“Second Closing Date”)) effective . The third closing under this Agreement (the "Effectiveness “Third Closing”) shall be funded in the amount of $500,000 and shall take place on or before August 31, 2007; provided, that the Company has not closed a financing of its debt or equity securities prior to such date (the “Third Closing Date"”). The Initial Closing Date, subject the Second Closing Date, and the Third Closing Date are sometimes referred to in this Agreement as the satisfaction (or waiver) “Closing Date”. Each Closing of the applicable conditions set forth in Article IV hereof with respect to the purchase and sale of the Notes and Warrants. The closing of to be acquired by the execution and delivery of Purchasers from the Company under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLPthe Company, The Chrysler Building00000 Xxxxxxx Xxxx. Xxxxx 000, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxx Xxxx, Xxx Xxxx 00000 (the "Closing")CA 91403 at 5:00 p.m., at 10:00 a.m.Pacific Daylight Savings time; provided, New York time (i) on the date on which the last to be fulfilled or waived that all of the conditions set forth in Article IV hereof and applicable to such Closing shall be have been fulfilled or waived in accordance herewith or (ii) herewith. Subject to the terms and conditions of this Agreement, at such other time and place or on such date as the Purchaser and each Closing the Company may agree upon shall deliver or cause to be delivered to each Purchaser (x) its Notes for the "Closing Date")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. Funding At each Closing, each Purchaser shall take place deliver its Purchase Price by wire transfer of immediately available funds to an escrow account designated by the Company no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the Purchasersescrow agent.

Purchase Price and Closing. The Company agrees to issue and sell to the Purchasers and, in In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchasers and the Purchasers, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($832,500) (for each such purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"), which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Jenkens & Xxxxxxxxx QED Law Group, P.L.L.C., 3200 N.W. 68th Street, Seattle, Washington 98117. The Preferrex Xxxxxx Xxxxxx LLPxxx Xxxxxxxx xxxxx xx xxxx xxx xxxxxx xx one or more separate closings (each, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the a "Closing"), at 10:00 a.m., New York time (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon . The initial closing under this Agreement (the "Initial Closing") shall take place no later than October 7, 2002 (the "Initial Closing Date") and the second closing under this Agreement (the "Second Closing") shall take place no later than October 22, 2002 (the "Second Closing Date"). Funding with respect to each Closing shall take place by wire transfer of immediately available funds on or prior to the Company no later than five (5) business days following applicable Closing Date, so long as the Effectiveness Date. The Notes conditions set forth in Article IV hereof shall be dated as fulfilled or waived in accordance herewith. Each Closing under this Agreement shall take place at the offices of QED Law Group, P.L.L.C. at 1:00 p.m. (eastern time) (10:00 a.m. pacific time) upon the satisfaction of each of the date that the Company receives all of the funds from the Purchasersconditions set forth in Article IV hereof (each, a "Closing Date").

Purchase Price and Closing. 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 Purchasers, severally but not jointly, agree to purchase the Notes number of Shares and Warrants for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars ($832,500) (the "Purchase Price")Warrants, which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date")each case, subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. opposite their respective names on EXHIBIT A. The closing of the execution purchase and delivery sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "ClosingCLOSING"), at 10:00 a.m., New York time ) (i) on the date on which the last to be fulfilled or waived before May 14, 2004, PROVIDED, that all of the conditions set forth in Article IV hereof and applicable to such the Closing shall be have been fulfilled or waived in accordance herewith herewith, or (ii) at on such other time and place or on such date as the Purchaser Purchasers and the Company may agree upon (the "Closing DateCLOSING DATE"); provided, HOWEVER, if a Purchaser elects not to extend the Closing Date beyond May 14, 2004, such Purchaser's portion of the Purchase Price shall be returned from escrow upon such Purchaser's written request. Funding At the Closing, the Company shall take place deliver or cause to be delivered to each Purchaser (i) a certificate registered in the name of the Purchaser representing the number of Shares as is set forth opposite the name of such Purchaser on EXHIBIT A and (ii) 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. At the Closing, each Purchaser (or the escrow agent) shall deliver its Purchase Price by wire transfer of immediately available funds to an account designated by the Company no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the PurchasersCompany.

Purchase Price and Closing. The 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 Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of up to Eight Hundred Thirty-Two Thousand Five Hundred Million Dollars ($832,5008,000,000) (the "“Purchase Price"”), which . The Notes and Warrants shall be payable as soon as practicable but sold and funded in two separate closings (each, a “Closing”). The initial closing under this Agreement (the “Initial Closing”) shall take place on or before October 7, 2005 (the “Initial Closing Date”) and shall be funded in the amount of up to $6,000,000.00. The second closing under this Agreement (the “Second Closing”) shall take place no event later than five (5) business days (the “Second Closing Date”, and together with the Initial Closing Date, each a “Closing Date”) after the Securities and Exchange Commission (the "“Commission"”) declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "“Effectiveness Date"), subject ”) and shall be funded in the amount of up to the satisfaction (or waiver) $2,000,000.00. Each closing of the applicable conditions set forth in Article IV hereof with respect to the purchase and sale of the Notes and Warrants. The closing of Warrants to be acquired by the execution and delivery of Purchasers from the Company under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing"), at 10:00 a.m., New York time (i) on the date on which the last to be fulfilled or waived time; provided, that all of the conditions set forth in Article IV hereof and applicable to such each Closing shall be have been fulfilled or waived in accordance herewith or (ii) herewith. Subject to the terms and conditions of this Agreement, at such other time and place or on such date as the Purchaser and each Closing the Company may agree upon shall deliver or cause to be delivered to each Purchaser (x) its Notes for the "Closing Date")principal amount set forth opposite the name of such Purchaser on Exhibit A hereto and (y) 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. Funding At each Closing, each Purchaser shall take place deliver its Purchase Price by wire transfer of immediately available funds to an account designated by the Company no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the PurchasersCompany.

Purchase Price and Closing. 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 Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an the Warrants. The aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars the Notes and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($832,500) (for each such Purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"), which . The Notes and Warrants shall be payable as soon as practicable but sold and funded in multiple closings (each, a "Closing"); provided, that the final Closing under this Agreement occurs no event later than five (5) business days after the Securities day immediately preceding the filing of the registration statement providing for the resale of the Conversion Shares and Exchange Commission (the "Commission") declares Warrant Shares pursuant to the Registration Statement Rights Agreement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement"Section 2.1(b) hereof)) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution and delivery of this Agreement Each Closing shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 1:00 p.m. (eastern time) or at such other time and place as the "Closing")Purchasers and the Company may agree upon, at 10:00 a.m., New York time (i) on upon the date on which the last to be fulfilled or waived satisfaction of each of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon (the each, a "Closing Date"). Funding with respect to each Closing shall take place by wire transfer of immediately available funds on or prior to the Company no later than five (5) business days following the Effectiveness applicable Closing Date. The Notes shall be dated as of the date that the Company receives all of the funds from the Purchasers.

Purchase Price and Closing. The 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 Purchasers, severally but not jointly, agree to purchase the Notes and Warrants Units for $2.50 per Unit (the “Purchase Price”) for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars no less than $3,000,000 (“Minimum Offering Amount”) and no more than $832,500) 7,500,000 (the "Purchase Price"“Maximum Offering Amount”), which provided, however that the Company, in its sole discretion, shall be payable as soon as practicable but in no event later than five (5) business days after have the Securities right to increase the Maximum Offering Amount to $15,000,000. Provided that the Minimum Offering shall have been subscribed for, funds representing the sale thereof shall have cleared, and Exchange Commission (all conditions to closing have been satisfied or waived, the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution purchase and delivery sale of the Units shall take place at the offices of Loeb & Loeb, LLP, 300 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (the “Closing”) no later than August 31, 2009, which date may be extended for an additional 30 days at the sole discretion of the Company if the Minimum Offering Amount is not achieved (the “Closing Date”). Subject to the terms and conditions of this Agreement Agreement, at the Closing the Company shall occur upon delivery by facsimile deliver or cause to be delivered to each Purchaser (x) a certificate for the number of executed signature pages Preferred Shares set forth opposite the name of this Agreement such Purchaser on Exhibit A hereto, (y) 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 all (z) any other documents, instruments and writings documents required to be delivered pursuant to this Agreement to Article IV hereof. At the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing"), at 10:00 a.m., New York time (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing Closing, each Purchaser shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon (the "Closing Date"). Funding shall take place have delivered its Purchase Price by wire transfer of immediately available funds to the Company no later than five escrow account pursuant to the Closing Escrow Agreement (5) business days following the Effectiveness Dateas hereafter defined). The Notes shall be dated as of Company may also, in its sole discretion, terminate the date that Offering if the Company receives all of Minimum Offering Amount is not achieved and return the funds from deposited in escrow, in accordance with the PurchasersClosing Escrow Agreement.

Purchase Price and Closing. The (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 Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Seven Million Five Hundred Thousand Dollars ($832,5007,500,000) (the "“Purchase Price"”), which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution purchase and delivery sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "“Closing"), ”) at 10:00 a.m., New York time (i) on the date on which the last to be fulfilled or waived before July 31, 2007; provided, that all of the conditions set forth in Article IV hereof and applicable to such the Closing shall be have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchaser Purchasers and the Company may agree upon (the "Closing Date"). Funding The Purchasers acknowledge and agree that the Company may consummate the sale of additional Notes 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), including without limitation, all pricing terms, which closing shall take place occur which closing shall occur no later than one hundred fifty (150) days following the Closing Date, for an aggregate purchase price of up to $5,000,000 (the “Additional Note and Warrant Financing”); provided that each Purchaser shall have a right to exchange the Notes and Warrants acquired by it hereunder for Notes and Warrants issued in the Additional Note and Warrant Financing, if any Purchaser, in its sole discretion, determines that the Additional Note and Warrant Financing provides terms more favorable to purchasers thereof than the Transaction Documents provide to the Purchasers hereof. The terms "Notes" and "Warrants" shall also be deemed to include the Additional Notes and Additional Warrants. 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) its Notes for the 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. (b) At the Closing: (i) Vicis shall surrender the Bridge Note to the Company for cancellation, waive and release the Company from payment of the Bridge Note Interest accrued and unpaid as of the Closing Date, and shall deliver the Purchase Price as set forth on Exhibit A hereof by wire transfer of immediately available funds to an escrow account designated by the Company no later than five escrow agent; and (5ii) business days following each other Purchaser shall deliver its Purchase Price as set forth on Exhibit A hereof by wire transfer to an escrow account designated by the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the Purchasersescrow agent.

Purchase Price and Closing. The Company agrees total Purchase Price to issue and sell be paid by Purchaser to Seller for the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers agree to purchase the Notes and Warrants for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Entire Property shall be Sixteen Million Five Hundred Thousand and 00/100 Dollars ($832,500) (the "Purchase Price"16,500,000.00), which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement follows: a. $330,000.00 exxxxxx money to be deposited with Title Company (as defined in below) within two days of the Registration Rights execution of this Agreement, together with any and all interest earned thereon (“Exxxxxx Money”); b. The balance of $16,170,000.00, to be paid by wire transfer, cashier’s check or other immediately available funds, on the Closing Date. The date the last of the following has occurred shall be deemed the “Effective Date” of this Agreement: i) full execution and delivery to the parties of complete (including Exhibits) counter-parts of this Agreement; ii) delivery of the Exxxxxx Money into Escrow with the Title Company pursuant to Section 19 below. The consummation of the transaction contemplated by this Agreement (“Closing”) shall be on or before May 15, 2002 (“Closing Date”). Subject to the rights of tenants under the leases described on the rent roll attached as Exhibit C, physical possession of the Entire Property, except that portion which is being leased by Seller from Purchaser pursuant to the terms and conditions of that certain lease to be entered into between the parties at Closing, the form of which is attached hereto as EXHIBIT E Exhibit D (the "Registration Rights Agreement")) effective (the "Effectiveness Date"“Seller Lease”), subject shall be delivered to Purchaser on the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and WarrantsClosing Date. The closing Closing shall be held in the office of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documentsLxxxxxxxx & Vxxxxx, instruments and writings required to be delivered pursuant to this Agreement to the offices of Jenkens & Xxxxxxxxx P.L.L.P., 4200 IDS Center, 80 Xxxxx Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxxxx, Xxx Xxxx 00000 (Xxxxxxxxx, or at such other location as the "Closing")parties shall agree, at 10:00 a.m., New York time (i) a.m. on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon (the "Closing Date"). Funding shall take place by wire transfer of immediately available funds to the Company no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the Purchasers.

Purchase Price and Closing. The 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 Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Million Five Hundred Thousand Dollars ($832,5002,500,000.00) (the "“Purchase Price"”), which . The Notes and Warrants shall be payable as soon as practicable but sold and funded in two separate closings (each, a “Closing”). The initial closing under this Agreement (the “Initial Closing”) shall take place no event later than five (5) business days after the Securities and Exchange Commission July 21, 2004 (the "Commission"“Initial Closing Date”) declares the Registration Statement (as defined and shall be funded in the Registration Rights amount of Two Million Dollars ($2,000,000.00). The second closing under this Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")“Second Closing”) effective shall take place no later than August 9, 2004 (the "Effectiveness “Second Closing Date"”) and shall be funded in the amount of Five Hundred Thousand Dollars ($500,000.00), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution and delivery of Each Closing under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as the Purchasers and the Company may agree upon (the "Closing"each, a “Closing Date”); provided, at 10:00 a.m., New York time (i) on the date on which the last to be fulfilled or waived that all of the conditions set forth in Article IV hereof and applicable to such the Closing shall be have been fulfilled or waived in accordance herewith or (ii) herewith. Subject to the terms and conditions of this Agreement, at such other time and place or on such date as the Purchaser and applicable Closing, the Company may agree upon shall deliver or cause to be delivered to each Purchaser (x) its Note for the "Closing Date")principal amount set forth opposite the name of such Purchaser on Exhibit A hereto and (y) a Series A Warrant and Series 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. Funding At the applicable Closing, each Purchaser shall take place deliver its Purchase Price by wire transfer of immediately available funds to an account designated by the Company no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the PurchasersCompany.

Purchase Price and Closing. 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 Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars ($832,500) (the "Purchase Price"), which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) that number of the applicable conditions Initial Preferred Shares and shall have the right to purchase the number of Additional Preferred Shares set forth in Article IV hereof with respect to opposite their respective names on the purchase Schedule of the Notes and WarrantsPurchasers. The closing of the execution purchase and delivery sale of the Initial Preferred Shares (the "Initial Closing") to be acquired by the Purchasers from the Company under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx Flattau & Klimpl, LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing")at 5:00 p.m. E.S.T. on July 31, at 10:00 a.m., New York time (i) on the date on which the last to be fulfilled 1998 or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser Purchasers and the Company may agree upon (the "Initial Closing Date"). Funding The closing of the purchase and sale of the Additional Preferred Shares (the "Additional Closing") which may be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxxx Flattau & Klimpl, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 5:00 p.m. E.S.T. on the later of (a) the date which is three months after the Initial Closing Date and (b) the date which is 15 days after the date on which the Registration Statement is declared effective by the SEC, or such other time and place or on such date as the Purchasers and the Company may agree upon (the "Additional Closing Date"). The Initial Closing Date and the Additional Closing Date collectively are referred to in this Agreement as the "Closing Dates" and the Initial Closing and the Additional Closing collectively are referred to in this Agreement as the "Closings." On each of the Closing Dates, the Company shall deliver to each Purchaser certificates for the number and series of Initial Preferred Shares or Additional Preferred Shares, as the case may be, to be purchased by such Purchaser at such Closing, registered in such Purchaser's name (or its nominee) against receipt by the Company of a wire transfer of immediately available funds to the Company no later than five (5) business days following the Effectiveness Date. The Notes account as shall be dated as designated in writing by the Company, representing the cash consideration set forth opposite each such Purchaser's name on the Schedule of Purchasers. In addition, each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the date that the Company receives all of the funds from the Purchasersrespective Closing.

Purchase Price and Closing. 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 Purchasers, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($832,500) (for each such purchaser, the "Purchaser Price" and collectively referred to as the "Purchase PricePrices"). The Company acknowledges and agrees that the Purchase Price for the pro rata portion of the Preferred Shares and Warrants of Aspen International, which shall be payable as soon as practicable but in no event later than five Ltd. (5) business days after the Securities and Exchange Commission (the "CommissionAspen") declares the Registration Statement and Angos Property LTD. (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights AgreementAngos")) effective (the "Effectiveness Date"), subject will be paid to the satisfaction (or waiver) of Company with the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and WarrantsSeries L Preferred Shares. The closing of the execution purchase and delivery sale of the Preferred Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing"), ) at 10:00 a.m., New York time a.m. Pacific Time on (i) on January 23, 2001, the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such the Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser Purchasers and the Company may agree upon (the "Closing Date"). Funding shall take place by wire transfer of immediately available funds to the Company no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the Purchasers.

Purchase Price and Closing. 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 agree to purchase the Notes and Warrants for an aggregate purchase price of Eight Hundred ThirtyTwo Million Eighty-Two Seven Thousand Five Hundred Dollars ($832,5002,087,500.00) (the "Purchase PricePURCHASE PRICE"), which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000. The Notes and Warrants shall be sold and funded in two separate closings (each, a "CLOSING"). The initial closing under this Agreement (the "ClosingINITIAL CLOSING")) shall take place no later than January 31, at 10:00 a.m., New York time 2002 (ithe "INITIAL CLOSING DATE") on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived funded in accordance herewith or the amount of $1,500,000.00. The second closing under this Agreement (iithe "SECOND CLOSING") at such other time and shall take place no later than February 25, 2002 or on such later date as the Purchaser and the Company parties may mutually agree upon (the "Closing DateSECOND CLOSING DATE")) and shall be funded in the amount of $587,500.00. Funding with respect to each Closing shall take place by wire transfer of immediately available funds and/or by cancellation of outstanding indebtedness of the Company to the Company no later than five Purchaser in the amounts shown on EXHIBIT A, on or prior to the applicable Closing Date (5) business days following as defined below), so long as the Effectiveness Date. The Notes conditions set forth in Article IV hereof shall be dated as fulfilled or waived in accordance herewith. Each Closing under this Agreement shall take place at the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP at 1:00 p.m. (eastern time) upon the satisfaction of each of the date that the Company receives all of the funds from the Purchasersconditions set forth in Article IV hereof (each, a "CLOSING DATE").

Purchase Price and Closing. The 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 Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of Eight up to Six Hundred Thirty-Two Thousand Five Hundred Dollars ($832,500600,000) (the "Purchase Price"), which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to opposite the purchase name of the Notes and Warrantseach Purchaser on Exhibit A hereto. The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens & Xxxxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx 0000 X.X. Xxxxx Xxxxxx, Xxx Xxxx00xx Xxxxx, Xxx Xxxx Xxxxxxxx, Xxxxxx 00000 (the "“Closing"), ”) at 10:00 a.m., New York time Pacific Daylight Time (i) on the date on which the last to be fulfilled or waived before August 10, 2006; provided, that all of the conditions set forth in Article IV hereof and applicable to such the Closing shall be have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchaser Purchasers and the Company may agree upon (the "“Closing Date"”). Funding During the Borrowing Period and subject to the terms and conditions of this Agreement, the Company may issue and sell the Notes and Warrants to the Purchasers in an amount not to exceed $600,000 (such amount, the “Purchase Price”) by giving notice thereof to each Purchaser. Within seven (7) business days of receipt of such notice, the Company shall take place deliver or cause to be delivered to each Purchaser (x) its Note for the amount of the Purchase Price being drawn upon and (y) a Warrant to purchase the pro rata number of shares of Common Stock corresponding to the Purchase Price (the maximum number of shares to be issued pursuant to such warrants shall be 3,111,000 if the full $600,000 in notes are issued) and each Purchaser shall deliver its Purchase Price by wire transfer of immediately to an account designated by the Company. When the Company draws available funds from purchaser the “borrowing period” for the amount requested will represent a period of eighteen (18) months beginning on the Closing Date. If multiple requests are made over a period of time, each request will be treated separately for purposes of determining the 18 month borrowing period. This agreement shall expire on November 15, 2006. Upon expiration of this agreement, if the Company has not drawn the full amount available, the Purchasers shall be entitled to receive, based upon the amount not drawn to the Company no later than five amount available, a pro rata portion of 335,000 shares of Common Stock as a standby commitment fee within thirty (530) business days following from the Effectiveness Date. The Notes shall be dated as date of the date that the Company receives all expiration of the agreement. Any funds from that were drawn during the Purchasersagreement period will follow the 18 month borrowing period and other terms of purchase.

Purchase Price and Closing. The (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 Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Million Five Hundred Thousand Dollars ($832,5002,500,000) (the "“Purchase Price"”), which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution purchase and delivery sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens Xxxxxxx & Xxxxxxxxx Xxxxxx Xxxxxx Xxxxx, LLP, The Chrysler Building, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx 00000 Xxxxxxxxx (the "“Closing"), ”) at 10:00 a.m., New York Milwaukee time (i) on the date on which the last to be fulfilled or waived before November 1, 2007; provided, that all of the conditions set forth in Article IV hereof and applicable to such the Closing shall be have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchaser Purchasers and the Company may agree upon (the "“Closing Date"”). Funding The Purchasers acknowledge and agree that the Company may consummate the sale of additional Notes 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), including without limitation, all pricing terms, which closing shall take place occur which closing shall occur no later than January 27, 2008, for an aggregate purchase price of up to $5,000,000 (the “Additional Note and Warrant Financing”); provided that each Purchaser shall have a right to exchange the Notes and Warrants acquired by it hereunder for Notes and Warrants issued in the Additional Note and Warrant Financing, if any Purchaser, in its sole discretion, determines that the Additional Note and Warrant Financing provides terms more favorable to purchasers thereof than the Transaction Documents provide to the Purchasers hereof. The terms “Notes” and “Warrants” shall also be deemed to include the Additional Notes and Additional Warrants. 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) its Notes for the 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. (b) At the Closing, each Purchaser shall deliver its Purchase Price as set forth on Exhibit A hereof by wire transfer of immediately available funds to an account designated by the Company no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the PurchasersCompany.

Purchase Price and Closing. 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 agree Purchaser agrees to purchase the Notes Note and Warrants Warrant for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Three Million Five Hundred Thousand Dollars ($832,5003,500,000.00) (the "Purchase Price"), which shall be payable as soon as --------------- practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration ---------- Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable ------------------ conditions set forth in Article IV hereof with respect to the purchase of the Notes Note and WarrantsWarrant. The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing"), at 10:00 a.m., New York time (i) on the date on ------- which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon (the "Closing Date"). Notwithstanding ------------- anything to the contrary contained herein, the aggregate principal amount of the Note to be sold by the Company and purchased by the Purchaser hereunder shall not exceed Three Million Five Hundred Thousand Dollars ($3,500,000.00). Funding shall take place by wire transfer of immediately available funds on the Effectiveness Date to Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, as escrow agent (the "Escrow Agent") so long as the conditions set forth in Article IV hereof ------------ shall be fulfilled or waived in accordance herewith (the "Funding Date"). The ------------ Escrow Agent shall deliver the funds to the Company no later than within five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the Purchasersthereafter.

Purchase Price and Closing. The Company agrees to issue and sell Subject to the Purchasers andterms and conditions hereof, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchasers and the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants Units for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Thousand Dollars ($832,500500,000) (the "Purchase Price"), which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution purchase and delivery sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens Leser, Hunter, Taubman & Xxxxxxxxx Xxxxxx Xxxxxx LLPTaubman, The Chrysler Building17 State Strexx, 000 Xxxxxxxxx XxxxxxXxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (the xxx "ClosingXxxxxng"), ) at 10:00 a.m., New York time (i) on the date on which the last to be fulfilled or waived before September 14, 2007; provided, that all of the conditions set forth in Article IV hereof and applicable to such the Closing shall be have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchaser Purchasers and the Company may agree upon (the "Closing Date"). Funding Subject to the terms and conditions of this Agreement, at the Closing the Company shall take place 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) Warrants corresponding to the number of Units 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 of in immediately available funds to an account designated by the Company no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the PurchasersCompany.

Purchase Price and Closing. The (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 Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Million Five Hundred Thousand Dollars ($832,5002,500,000) (the "“Purchase Price"”), which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution purchase and delivery sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens Xxxxxxx & Xxxxxxxxx Xxxxxx Xxxxxx Xxxxx, LLP, The Chrysler Building, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx 00000 Xxxxxxxxx (the "“Closing"), ”) at 10:00 a.m., New York Milwaukee time (i) on the date on which the last to be fulfilled or waived before January 15, 2008; provided, that all of the conditions set forth in Article IV hereof and applicable to such the Closing shall be have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchaser Purchasers and the Company may agree upon (the "“Closing Date"”). Funding The Purchasers acknowledge and agree that the Company may consummate the sale of additional Notes 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), including without limitation, all pricing terms (provided that, the Company may sell Notes and Warrants with conversion and exercise prices, respectively, higher than $.035), which closing shall take place occur no later than March 28, 2008, for an aggregate purchase price of up to $5,000,000 (the “Additional Note and Warrant Financing”); provided that each Purchaser shall have a right to exchange the Notes and Warrants acquired by it hereunder for Notes and Warrants issued in the Additional Note and Warrant Financing, if any Purchaser, in its sole discretion, determines that the Additional Note and Warrant Financing provides terms more favorable to purchasers thereof than the Transaction Documents provide to the Purchasers hereof. The terms “Notes” and “Warrants” shall also be deemed to include the Additional Notes and Additional Warrants. 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) its Notes for the 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. (b) At the Closing, each Purchaser shall deliver its Purchase Price as set forth on Exhibit A hereof by wire transfer of immediately available funds to an account designated by the Company no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the PurchasersCompany.

Purchase Price and Closing. The Company agrees to issue and sell to the Purchasers and, in In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchasers and the Purchasers, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($832,500) (for each such purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"), which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLPQED Law Group, The Chrysler BuildingP.L.L.C., 000 Xxxxxxxxx 3200 X.X. 00xx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx 00000 Xxxxxxxxxx 00000. Xhe Preferred Shares and Warrants shall be sold and funded in one or more separate closings (the each, a "Closing"), at 10:00 a.m., New York time (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon . The initial closing under this Agreement (the "Initial Closing") shall take place no later than October 7, 2002 (the "Initial Closing Date") and the second closing under this Agreement (the "Second Closing") shall take place no later than October 22, 2002 (the "Second Closing Date"). Funding with respect to each Closing shall take place by wire transfer of immediately available funds on or prior to the Company no later than five (5) business days following applicable Closing Date, so long as the Effectiveness Date. The Notes conditions set forth in Article IV hereof shall be dated as fulfilled or waived in accordance herewith. Each Closing under this Agreement shall take place at the offices of QED Law Group, P.L.L.C. at 1:00 p.m. (eastern time) (10:00 a.m. pacific time) upon the satisfaction of each of the date that the Company receives all of the funds from the Purchasersconditions set forth in Article IV hereof (each, a "Closing Date").

Purchase Price and Closing. 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 Purchasers, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($832,500) (for each such purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"), which shall . The Company acknowledges and agrees that the Purchase Price for certain Purchasers for the Preferred Shares and Warrants will be payable as soon as practicable but in no event later than five (5) business days after paid to the Securities Company with the Series B Preferred Stock and Exchange Commission (the "Commission") declares the Registration Statement (as defined Series C Preferred Stock in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions amounts set forth in Article IV hereof with respect to the purchase of the Notes and Warrantson Schedule 1.1 attached hereto. The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx Gilchrist Parker Chapin LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx405 Lexington Avexxx, Xxx XxxxYxxx, Xxx Xxxx 00000 10174. The Preferred Shares xxx Xxxxxxxx xxxxx xx xxxx xxx xxxxxx xx xxx xeparate closings (the each, a "Closing"), at 10:00 a.m., New York time (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon . The initial closing under this Agreement (the "Initial Closing") shall take place no later than September 30, 2002 (the "Initial Closing Date")) and shall be funded in the amount of $7,814,850. The second closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days (the "Second Closing Date") after the Commission declares the Registration Statement (as defined in the Registration Rights Agreement) effective (the "Effectiveness Date") and shall be funded in the amount of $1,260,000. Funding with respect to each Closing shall take place by wire transfer of immediately available funds on or prior to the Company no later than five (5) business days following applicable Closing Date, so long as the Effectiveness Date. The Notes conditions set forth in Article IV hereof shall be dated as fulfilled or waived in accordance herewith. Each Closing under this Agreement shall take place at the offices of Jenkens & Gilchrist Parker Chapin LLP at 1:00 p.m. (eastern time) upon the date that the Company receives all of the funds from the Purchaserssatixxxxxxxx ox xxxx xx xxx conditions set forth in Article IV hereof (each, a "Closing Date").

Purchase Price and Closing. The In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, 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 agree Purchaser agrees to purchase the Notes Shares and Warrants for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars ($832,500) (the "Purchase Price"), which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and WarrantsWarrant. The closing of the execution purchase and delivery sale of the Shares and Warrant to be acquired by the Purchaser from the Company under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens Kramer Levin Naftalis & Xxxxxxxxx Xxxxxx Xxxxxx Frankel LLP, The Chrysler Building1177 Avenue of the Americas, 000 Xxxxxxxxx Xxxxxx, Xxx New Xxxx, Xxx Xxxx 00000 (thx "Xxxxing") xx xxxx xxxx xxx xx xxxx xxxx xx xxx Xxxxxxxxx xxx xxe Company may agree upon (the "ClosingClosing Date"), at 10:00 a.m.provided, New York time (i) on the date on which the last to be fulfilled or waived that all of the conditions set forth in Article IV hereof and applicable to such the Closing shall be have been fulfilled or waived in accordance herewith herewith. The Company shall deliver or cause to be delivered to the Purchaser (i) a certificate registered in the name of the Purchaser representing the Shares within three (3) Trading Days (as defined in Section 3.10 hereof) following the Closing, (ii) the Warrant to purchase __________ Warrant Shares within three (3) Trading Days following the Closing, and (iii) any other deliveries as required by Article IV at such other time and place or on such date as the Closing. At the Closing, the Purchaser and shall deliver the Company may agree upon (the "Closing Date"). Funding shall take place Purchase Price by wire transfer of immediately available funds to an account designated by the Company no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the PurchasersCompany.

Purchase Price and Closing. The 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 Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of Eight Hundred Thirty-Two Thousand up to Five Hundred Million Dollars ($832,5005,000,000) (the "“Purchase Price"”), which . The Notes and Warrants shall be payable as soon as practicable but sold and funded in two separate closings (each, a “Closing”). The initial closing under this Agreement (the “Initial Closing”) shall take place on or before November 15, 2004 (the “Initial Closing Date”) and shall be funded in the amount of Three Million Three Hundred Thousand Dollars ($3,300,000). The second closing under this Agreement (the “Second Closing”) shall take place no event later than five (5) business days after the Securities and Exchange Commission December 30, 2004 (the "Commission"“Second Closing Date”) declares the Registration Statement (as defined and shall be funded in the Registration Rights Agreement attached hereto as EXHIBIT E amount of One Million Seven Hundred Thousand Dollars (the "Registration Rights Agreement"$1,700,000)) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution and delivery of Each Closing under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as the Purchasers and the Company may agree upon (the "Closing"each, a “Closing Date”); provided, at 10:00 a.m., New York time (i) on the date on which the last to be fulfilled or waived that all of the conditions set forth in Article IV hereof and applicable to such the Closing shall be have been fulfilled or waived in accordance herewith or (ii) herewith. Subject to the terms and conditions of this Agreement, at such other time and place or on such date as the Purchaser and applicable Closing, the Company may agree upon shall deliver or cause to be delivered to each Purchaser (x) its Note for the "Closing Date")principal amount set forth opposite the name of such Purchaser on Exhibit A hereto and (y) 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. Funding At the applicable Closing, each Purchaser shall take place deliver its Purchase Price by wire transfer of immediately available funds to an account designated by the Company no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the PurchasersCompany.

Purchase Price and Closing. The (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 Purchaser agrees to purchase, for $3.25 per Unit, that number of Units as are set forth on the signature page of this Agreement (the “Purchase Price”). The Purchaser and all of the other Purchasers agree to listed on Appendix A hereto shall purchase the Notes and Warrants (i) a minimum of 1,076,923.1 Units an for an aggregate purchase price as to all such Units of Eight Hundred Thirty-Two Thousand Five Hundred Dollars not less than $3,500,000 (“Minimum Offering Amount”), and (ii) a maximum of 1,384,615.38 Units for an aggregate purchase price as to all such Units of not more than $832,500) 4,500,000 (the "Purchase Price"“Maximum Offering Amount”), which provided, however that the Company, in its sole discretion, shall be payable as soon as practicable but in no event later than five have the right to increase the Maximum Offering Amount to 1,538,461.5 Units or $5,000,000. (5b) business days after Provided that the Securities Offering shall have been subscribed for, funds representing the sale thereof shall have cleared, and Exchange Commission (all conditions to closing have been satisfied or waived, the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution purchase and delivery sale of this Agreement the Units shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens Lxxxx Hxxxxx Xxxxxxx & Xxxxxxxxx Xxxxxx Xxxxxx LLPTxxxxxx, The Chrysler Building10 Xxxxx Xxxxxx, 000 Xxxxxxxxx Xxx Xxxx, XX 00000, (the “Closing”) no later than November 15th, 2009, which date may be extended for an additional 60 days at the sole discretion of the Company if the Offering Amount is not achieved (the “Closing Date”). (c) Pending receipt of good funds representing not less than the Minimum Offering Amount, all funds received shall be deposited and held in escrow in a special escrow account by Signature Bank, 200 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing"“Escrow Agent”). In the event that the Minimum Offering Amount shall not have been subscribed to and good funds received by the Closing Date, at 10:00 a.m., New York time (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing all funds shall be fulfilled returned to subscribers without interest or waived deduction, all as provided in accordance herewith or (ii) at such other time and place or on such date as the Closing Escrow Agreement between the Company, the Purchaser and the Company may agree upon Escrow Agent in the form of Exhibit C annexed hereto and made a part hereof (the "“Closing Date"Escrow Agreement”). Funding shall take place by wire transfer of immediately available funds to the Company no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the Purchasers.

Purchase Price and Closing. 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 agree to purchase the Notes Debentures and Warrants for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred up to Four Million Dollars ($832,5004,000,000.00) (the "Purchase Price"), which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution purchase and delivery sale of the Debentures and --------------- Warrants (each a "Closing") to be acquired by the Purchasers from the Company ------- under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLPGilchrist Parker Chapin XXX, The Chrysler BuildingXxe Xxxxxxxx Xxxxding, 000 Xxxxxxxxx Xxxxxx405 Lexington Avenue, Xxx New Xxxx, Xxx Xxxx 00000 (the xxx "ClosingXxxxxxx"), at 10:00 ) xx 00:00 a.m., New York time on (i) on the date on which ------- the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser Purchasers and the Company may agree upon (the each a "Closing Date"). Funding The Closing Date of the ------------ first tranche of Debentures and Warrants (the "Initial Closing") shall take place by wire transfer of immediately available funds to occur on --------------- or before April 19,2002 or such other date as the Company no later than five and the Purchasers shall mutually agree (5) business days following the Effectiveness "Initial Closing Date"). The Notes shall be dated as Closing Date of the final -------------------- tranche of Debentures and Warrants to be purchased hereunder shall occur on or before April 30, 2002 or such other date that as the Company receives all of and the funds from Purchasers may mutually agree (the Purchasers."Final Closing Date"). --------------------

Purchase Price and Closing. 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 Purchasers, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($832,500) (for each such purchaser, the "Purchaser Price" and collectively referred to as the "Purchase PricePrices"), which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution purchase and delivery sale of the Preferred Shares and Warrants (each, a "Closing") to be acquired by the Purchasers from the Company under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing"), ) at 10:00 a.m., New York time a.m. Pacific Time (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser Purchasers and the Company may agree upon (the each, a "Closing Date"). Funding shall take place by wire transfer of immediately available funds to the Company no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as closing date of the date that final tranche of Preferred Shares and Warrants to be purchased hereunder shall occur on or before October 15, 2000 (the Company receives all of the funds from the Purchasers"Final Closing Date").

Purchase Price and Closing. The 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 Purchasers, severally but not jointly, agree to purchase the Notes and Warrants Securities (as defined below) for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars ($832,500) 3,000,000 (the "“Purchase Price"”), which shall be payable as soon as practicable but in no event later than five (5) business days after . At the Securities and Exchange Commission (the "Commission") declares the Registration Statement Closing (as defined in below) under this Agreement, each Purchaser shall deliver the Registration Rights applicable portion of the Purchase Price by wire transfer of immediately available funds to the Company. (a) The Closing under this Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")“Closing”) effective shall take place on or before September 4, 2009 (the "Effectiveness “Closing Date"”), subject to the satisfaction (or waiver) provided, that all of the applicable conditions set forth in Article IV 4 hereof with respect have been fulfilled or waived in accordance herewith. The Closing shall take place at the offices of Tang Capital Partners LP (the “Lead Purchaser”), 0000 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 purchase of the Notes terms and Warrants. The closing of the execution and delivery conditions of this Agreement Agreement, at the Closing the Purchasers shall occur upon delivery by facsimile of executed signature pages of this Agreement purchase and all other documents, instruments the Company shall issue and writings required deliver or cause to be delivered pursuant to this Agreement each Purchaser Securities for the applicable amounts set forth opposite the name of such Purchaser on Exhibit A hereto. The Required Investors shall have an obligation to the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing"), at 10:00 a.m., New York time (i) on the date on which the last to be fulfilled or waived fund when all of the conditions set forth in Article IV hereof and applicable to such the Closing shall be have been fulfilled or waived in accordance herewith or herewith. Any additional investors shall be required to fund within four (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon (the "Closing Date"). Funding shall take place by wire transfer of immediately available funds to the Company no later than five (54) business days following of the Effectiveness Closing Date. The Notes shall be dated as For purposes of the date that the Company receives all of the funds from the Purchasersthis Section 1.2(a) “Required Investors” means Tang Capital Partners, LP, Xxxxx, Boxer Capital LLC and BAM Opportunity Fund, LP.

Purchase Price and Closing. The Company agrees to issue closing of (i) the purchase and sell to sale of the Purchasers and, in consideration first $5,000,000 tranche of Common Stock and in express reliance upon a pro rata portion of the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers agree to purchase the Notes and Warrants for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars ($832,500) (the "Purchase PriceTranche I Closing"), which shall be payable as soon as practicable but in no event later than five and (5ii) business days after the Securities purchase and Exchange Commission sale of the second $5,000,000 tranche of Common Stock and a pro rata portion of the Warrants (the "CommissionTranche II Closing," each of the Tranche I Closing and Tranche II Closing, a ") declares Closing", and the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the date of each Closing, a "Registration Rights Agreement")) effective (the "Effectiveness Closing Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered acquired by the Purchaser from the Company pursuant to this Agreement to Section 1.1 hereof shall take place at the offices of Jenkens Parkxx Xxxxxx Xxxttau & Xxxxxxxxx Xxxxxx Xxxxxx Klimpl, LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx1211 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing"), at xx 10:00 a.m., New York time a.m. E.S.T. on (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon upon. Notwithstanding anything to the contrary contained herein, the Tranche II Closing shall occur within thirty (30) days after the date of the Tranche I Closing. On or before each Closing Date, the Company shall deliver to the escrow agent (the Escrow Agent") identified in the Escrow Agreement attached hereto as Exhibit C (the "Escrow Agreement") the certificates representing the shares of Common Stock and Warrants, registered in the Purchaser's name (or its nominee), and prior to each Closing Date"). Funding Date the Purchaser shall take place pay by wire transfer of immediately available funds into escrow the purchase price to be paid on such Closing Date. At the Purchaser's request, the Company shall deliver certificates representing the shares of Common Stock issued on each Closing Date to the Depositary Trust Company no later than five (5"DTC") business days following on the Effectiveness DatePurchaser's behalf. The Notes Company and the Purchaser shall cause such shares to be dated as of credited to the date that DTC account designated by the Purchaser upon receipt by the Company receives of payment by wire transfer of immediately available funds for such Common Stock by the Purchaser into an account designated by the Company. In addition, each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to each Closing. Notwithstanding anything to the contrary set forth in this Agreement, the aggregate number of the funds from the Purchasersshares of Common Stock to be sold hereunder shall not exceed 3,260,151.

Purchase Price and Closing. The 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, and the Purchasers Purchasers, severally but not jointly, agree to purchase the Notes and Warrants Units for $1.50 per Unit (the “Purchase Price”) for an aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars ($832,500) 2,800,000 (the "Purchase Price"“Offering Amount”), which shall provided, further, that the Offering Amount can be payable as soon as practicable but in lowered or waived with the Company’s consent. In the event that the Offering Amount is lowered by the Company, each subscriber that has previously committed funds will receive notification of the lowered Closing Amount no event later than five forty-eight (548) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject hours prior to the satisfaction (anticipated closing date and will be required to acknowledge and accept the lowered Offering Amount. Subject to all conditions to closing being satisfied or waiver) of waived, the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution purchase and delivery sale of the Units shall take place at the offices of Xxxxxx & Jaclin, LLP (the “Closing”) no later than September 23, 2011, which date may be extended by the Company (the “Closing Date”). In the event that the Closing occurs with an amount less than the full Offering Amount of $2,800,000, the Company 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. Subject to the terms and conditions of this Agreement Agreement, at the Closing the Company shall occur upon delivery by facsimile deliver or cause to be delivered to each Purchaser (x) certificates for the number of executed signature pages Preferred Shares set forth opposite the name of this Agreement such Purchaser on Exhibit A-1 hereto, (y) the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A-1 attached hereto, and all (z) any other documents, instruments and writings documents required to be delivered pursuant to this Agreement Article 4 hereof. At the time of the Closing, each Purchaser shall have delivered its Purchase Price by wire transfer to the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLPescrow account pursuant to the Closing Escrow Agreement (as hereafter defined). The Company may also, The Chrysler Buildingin its sole discretion, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (terminate the "Closing"), at 10:00 a.m., New York time (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser offering and the Company may agree upon would then notify the Escrow Agent (as defined in the "Closing Date"). Funding shall take place by wire transfer of immediately available funds Escrow Deposit Agreement) to the Company no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of return the funds from deposited in escrow, in accordance with the PurchasersEscrow Deposit Agreement.

Purchase Price and Closing. 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 Purchasers, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($832,500) (for each such purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"), which shall be payable as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions set forth in Article IV hereof with respect to the purchase of the Notes and Warrants. The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx Gilchrist Parker Chapin LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx405 Lexington Avexxx, Xxx XxxxYxxx, Xxx Xxxx 00000 10174. The Preferred Shares xxx Xxxxxxxx xxxxx xx xxxx xxx xxxxxx xx xxx xeparate closings (the each, a "Closing"), at 10:00 a.m., New York time (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon . The initial closing under this Agreement (the "Initial Closing") shall take place no later than September 30, 2002 (the "Initial Closing Date")) and shall be funded in the amount of $__________. The second closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days (the "Second Closing Date") after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined in the Registration Rights Agreement) effective (the "Effectiveness Date") and shall be funded in the amount of $____________. Funding with respect to each Closing shall take place by wire transfer of immediately available funds on or prior to the Company no later than five (5) business days following applicable Closing Date, so long as the Effectiveness Date. The Notes conditions set forth in Article IV hereof shall be dated as fulfilled or waived in accordance herewith. Each Closing under this Agreement shall take place at the offices of Jenkens & Gilchrist Parker Chapin LLP at 1:00 p.m. (eastern time) upon the date that the Company receives all of the funds from the Purchaserssatixxxxxxxx ox xxxx xx xxx conditions set forth in Article IV hereof (each, a "Closing Date").

Purchase Price and Closing. The Company agrees to issue and sell to -------------------------- sellto the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers Purchasers, severally but not jointly, agree to purchase that number of the Notes Preferred Shares and Warrants for an set forth opposite their respective names on Exhibit A. The aggregate purchase price of Eight Hundred Thirty-Two Thousand Five Hundred Dollars the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A ($832,500) (for each such purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"). The Company acknowledges and agrees that the Purchase Price for certain Purchasers for the Preferred Shares and Warrants will be paid to the Company with shares of the Series A Preferred Stock, which shall be payable the April Notes and/or the June Notes, as soon as practicable but in no event later than five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Registration Statement (as defined applicable, in the Registration Rights Agreement attached hereto as EXHIBIT E (the "Registration Rights Agreement")) effective (the "Effectiveness Date"), subject to the satisfaction (or waiver) of the applicable conditions amounts set forth in Article IV hereof with respect to the purchase of the Notes and Warrantson Schedule 1.1 attached hereto. The closing of the execution purchase and delivery sale of the ------------ Preferred Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to take place at the offices of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing"), ) at 10:00 a.m., New York time on (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchaser Purchasers and the Company may agree upon (the "Closing Date"). Funding shall take place by wire transfer of immediately available funds to the Company no later than five (5) business days following the Effectiveness Date. The Notes shall be dated as of the date that the Company receives all of the funds from the Purchasers.