Common use of Purchase Price and Closing Clause in Contracts

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to Twenty (20) Series B Shares at a purchase price of One Hundred Thousand ($100,000) Dollars per share, for an aggregate purchase price of up to Ten Million Dollars ($10,000,000) (the “Purchase Price”). The initial closing of the purchase and sale of the Series B Shares to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “First Closing”) at 10:00 a.m., New York time on September 30, 2010, or such other date as the Purchasers and the Company may agree upon, and such additional closings (together with the First Closing, each, a “Closing”) that may occur from time to time, at the discretion of the Company, during the 90 days following the First Closing (each, a "Closing Date"); provided, that all of the conditions set forth in Article IV hereof and applicable to a Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at a Closing the Company shall deliver or cause to be delivered to each Purchaser (i) that number of Series B Shares set forth opposite the name of such Purchaser on Exhibit A hereto, and (ii) any other documents required to be delivered pursuant to Article IV hereof. At a Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to Twenty one thousand (201,000) Series B A-1 Shares at a purchase price of One Four Thousand Hundred Thousand ($100,0004,000) Dollars per share, for an aggregate purchase price of up to Ten Five Million Dollars ($10,000,0005,000,000) (the “Purchase Price”). The initial closing of the purchase and sale of the Series B A-1 Shares to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “First Closing”) at 10:00 a.m., New York time on September 30March 16, 20102009, or such other date as the Purchasers and the Company may agree upon, and such additional closings (together with the First Closing, each, a “Closing”) that may occur from time to time, at the discretion of the Company, during the 90 days following the First Closing (each, a "Closing Date"); provided, that all of the conditions set forth in Article IV hereof and applicable to a Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at a Closing the Company shall deliver or cause to be delivered to each Purchaser (i) that number of (x) Series B A-1 Shares and (y) a Warrant to purchase such number of shares of Common Stock set forth opposite the name of such Purchaser on Exhibit A hereto, and (ii) any other documents required to be delivered pursuant to Article IV hereof. At a Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to Twenty (20) Series B the Preferred Shares at a purchase price of One Hundred Thousand USD $5.00 per Preferred Share ($100,000the “Purchase Price”) Dollars per share, for an aggregate purchase price of up to Ten Million Dollars no less than $5,000,000 (“Minimum Offering ”) and no more than $10,000,000) 50,000,000 (the “Purchase PriceMaximum Offering ”), provided, however that if the Company and Chardan Capital Markets LLC (the “Placement Agent”) mutually agree, the Company shall have the right to increase the Maximum Offering Amount to $75,000,000. The initial Provided that at least the Minimum Offering shall have been subscribed for, funds representing the sale thereof shall have been deposited in the Funds Escrow Account (as hereinafter defined) and shall have cleared, and all conditions to closing (the “Closing”) have been satisfied or waived, the closing of the purchase and sale of the Series B Shares to be acquired by the Purchasers from the Company under this Agreement Minimum Offering shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx Loeb & Xxxxxxx Loeb, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx300 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 no later than October 29, 2010, which date may be extended for an additional 60 days by mutual agreement of the Company and the Placement Agent if funds representing the Minimum Offering have not been received by such date (the “First Closing”) at 10:00 a.m., New York time on September 30, 2010, or such other date as the Purchasers and the Company may agree upon, and such additional closings (together with the First Closing, each, a “Closing”) that may occur from time to time, at the discretion of the Company, during the 90 days following the First Closing (each, a "Closing Date"”); provided, that all of the conditions set forth in Article IV hereof and applicable to a Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at a the Closing the Company shall deliver or cause to be delivered to each Purchaser a (i) that if the Preferred Shares will be issued in certificated form, a certificate for the number of Series B Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, and (ii) any other documents required to be delivered pursuant to Article IV hereof. At a the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to an the escrow account designated by (“Funds Escrow Account”) pursuant to the escrow agentagreement between the Company and Collateral Agents LLC (“Funds Escrow Agent”) acting as the escrow agent (“Funds Escrow Agreement”) for the Closing. Any funds deposited into the Funds Escrow Account within sixty (60) days after the Closing Date (“Post Closing Period”) shall be distributed to the Company after the deduction of the fee of seven (7.0) percent payable to Placement Agent in accordance with the terms of the Funds Escrow Agreement. No funds may be deposited into the Funds Escrow Account after the Post Closing Period. The Company may, in its sole discretion, terminate the Offering if funds representing the Minimum Offering have not been received by December 29, 2010 and in such event the Company will instruct the Funds Escrow Agent to return the funds deposited in the Funds Escrow Account to the respective Purchasers.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to Twenty two thousand (202,000) Series B A Shares at a purchase price of One Four Thousand Hundred Thousand ($100,0004,000) Dollars per share, for an aggregate purchase price of up to Ten Eight Million Dollars ($10,000,0008,000,000) (the “Purchase Price”). The initial closing of the purchase and sale of the Series B A Shares to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “First Closing”) at 10:00 a.m., New York time on September 30November 25, 20102008, or such other date as the Purchasers and the Company may agree upon, and such additional closings (together with the First Closing, each, a “Closing”) that may occur from time to time, at the discretion of the Company, during the 90 days following the First Closing (each, a "Closing Date"); provided, that all of the conditions set forth in Article IV hereof and applicable to a Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at a Closing the Company shall deliver or cause to be delivered to each Purchaser (i) that number of (x) Series B A Shares and (y) a Warrant to purchase such number of shares of Common Stock set forth opposite the name of such Purchaser on Exhibit A hereto, and (ii) any other documents required to be delivered pursuant to Article IV hereof. At a Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to Twenty the UNITS for $25,000.00 per Unit (20the “Unit Price”) Series B Shares at a purchase price of One Hundred Thousand ($100,000) Dollars per share, for an aggregate purchase price of up to Ten Million Dollars $5,000,000 ($10,000,000) (the amount paid by each Purchaser is referred herein as the “Purchase Price”). The initial Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Series B Shares to be acquired by the Purchasers from the Company under this Agreement UNITS shall take place at the offices of Xxxxxx Xxxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 LLP (the “First Closing”) at 10:00 a.m., New York time on September 30, 2010, or such other date as the Purchasers and the Company may agree upon, and such additional closings (together with the First Closing, each, a “Closing”) that may by the earlier to occur from time to time, at the discretion of (a) completion of the Company$3,000,000 ( the “Minimum Offering Amount”) and receipt by the Escrow Agent (as defined in the Escrow Deposit Agreement) of the Minimum Offering Amount, during or (b) by 5:00 pm (EDT) on July 30, 2014 ( the 90 days following the First Closing (each, a "“Initial Closing Date"”); provided, that all or by the earlier of (a) completion of the conditions set forth sale of all UNITS included in Article IV hereof the Maximum Offering (subject to increase to cover over-allotments, if any), or (b) by 5:00 pm (EDT) on August 14, 2014 ( the “Final Closing Date”) which can be further extended up to 30 days by the mutual agreement of the Company and applicable to a the Placement Agent if the sale of all UNITS in the Maximum Offering has not been completed by August 14, 2014 (the “Final Closing shall have been fulfilled or waived in accordance herewithDate”, collectively with the Initial Closing Date are sometimes referred herein as the “Closing Date”). Subject to the terms and conditions of this Agreement, at a the Closing the Company shall deliver or cause to be delivered to each Purchaser (ix) that number of Series B Shares Notes in the amount set forth opposite the name of 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 (iiz) any other documents required to be delivered pursuant to Article IV 4 hereof. At a the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to an the escrow account designated by pursuant to the escrow agentSubscription Agreement and Escrow Deposit Agreement (as such terms are hereafter defined). Subject to Section 7.16(b), the Company may also, in its sole discretion, terminate the offering and the Company and TriPoint Global Equities, LLC (the “Placement Agent”) would then notify the Escrow Agent to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to Twenty One Hundred (20100) Series B Shares at a purchase price of One Hundred Thousand ($100,000) Dollars per share, for an aggregate purchase price of up to Ten Million Dollars ($10,000,000) (the “Purchase Price”). The initial closing of the purchase and sale of the Series B Shares to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “First Closing”) at 10:00 a.m., New York time on September 30March 29, 2010, or such other date as the Purchasers and the Company may agree upon, and such additional closings (together with the First Closing, each, a “Closing”) that may occur from time to time, at the discretion of the Company, during the 90 days following the First Closing (each, a "Closing Date"); provided, that all of the conditions set forth in Article IV hereof and applicable to a Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at a Closing the Company shall deliver or cause to be delivered to each Purchaser (i) that number of Series B Shares set forth opposite the name of such Purchaser on Exhibit A hereto, and (ii) any other documents required to be delivered pursuant to Article IV hereof. At a Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow agent.

Purchase Price and Closing. Subject to the terms and conditions -------------------------- hereof, the Company agrees (a) to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to Twenty (20) the Series A Preferred Stock, Series A Warrants and Series B Shares at a purchase price of One Hundred Thousand ($100,000) Dollars per share, Warrants for an aggregate purchase price of up to Ten Seven Million Five Hundred Thousand Dollars ($10,000,0007,500,000) (the “"Purchase Price”"); (b) to issue -------------- and sell to the DVA Shareholders and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the DVA Shareholders, severally but not jointly, agree to exchange the DVA Shares and DVA Warrant for Series B Preferred Stock, Series C Preferred Stock, and Series C Warrants, as applicable, as referenced in Section ------- 1.2 above; and (c) to issue to the Lender and, in consideration of and in --- express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Lender agrees, to accept, in exchange for good and valuable consideration, the Series D Warrant, as referenced in Section 1.3 ----------- above. The Series A Preferred Stock, Series A Warrants and Series B Warrants shall be sold and funded, and the Series B Preferred Stock, Series C Preferred Stock, Series C Warrants and Series D Warrants issued, in a closing (the "Closing") which shall take place on or before January __, 2006 (the "Closing ------- ------- Date"). The initial closing of the purchase and sale of the Series B Shares to be acquired by the Purchasers from the Company under this Agreement Closing shall take place at the offices office of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLPcounsel for the Company as ---- set forth herein, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “First Closing”) at 10:00 a.m., New York time on September 30, 2010, or such other date as the Purchasers and the Company may agree upon, and such additional closings (together with the First Closing, each, a “Closing”) that may occur from time to eastern time, at the discretion of the Company, during the 90 days following the First Closing (each, a "Closing Date"); provided, however, that all of ----------------- the conditions set forth in Article IV hereof and applicable to a the Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at a Closing the Closing, the Company shall deliver or cause to be delivered to each Purchaser (ix) that number of its Series A Preferred Stock and (y) its Series A Warrants and Series B Shares set forth opposite the name of such Purchaser on Exhibit A hereto, and (ii) any other documents required to be delivered pursuant to Article IV hereofWarrants. At a the Closing, each Purchaser shall deliver its Purchase Price by wire transfer of immediately available funds to an escrow account designated by the escrow agentCompany. In addition, subject to the terms and conditions of this Agreement, at the Closing, the Company shall deliver or cause to be delivered to each DVA Shareholder (x) its Series B Preferred Stock or Series C Preferred Stock for the number of shares set forth opposite the name of such DVA Shareholder on Exhibit B hereto and (y) the Series C Warrants to ---------- purchase such number of shares of Common Stock as is set forth the name of such DVA Shareholder on Exhibit B attached hereto. At the Closing, each DVA ---------- Shareholder shall deliver his or its DVA Shares and TotalCFO shall deliver its DVA Warrant. In addition, subject to the terms and conditions of this Agreement, at the Closing, the Company shall deliver or cause to be delivered to the Lender the Series D Warrant to purchase such number of shares of Common Stock as is set forth in Section 1.3 above. ----------- The Series A Warrants, Series B Warrants, Series C Warrants and Series D Warrant are referred to collectively as the "Warrants." The number of shares of -------- Common Stock issuable to each Purchaser or DVA Shareholder upon exercise of the Warrants are referred to herein collectively as the "Warrant Shares". Any shares of Common Stock issuable upon conversion of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are herein referred to as the "Conversion Shares." ----------------- The Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Warrants and Warrant Shares are sometimes collectively referred to herein as the "Securities." ----------

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to Twenty (20) the Series B Shares at a purchase price of One Hundred Thousand ($100,000) Dollars per sharePreferred Stock, Common Stock and Series C Preferred Stock for an aggregate purchase price of up equal to Ten Million Dollars ($10,000,000) the aggregate amount set forth in Exhibit A (the “Purchase Price”). The initial sale of the Series B Preferred Stock, Common Stock and Series C Preferred Stock to the Purchasers shall take place through a closing or series of closings under this Agreement (each referred to as the “Closing”), the first of which shall take place on or before June 30, 2009 in an aggregate amount of at least two million dollars ($2,000,000) and the remainder of which shall take place on or before July 15, 2009 (each such date referred to as the “Closing Date”). Exhibit A to this Agreement shall be amended from time to time to reflect any additional Closings, without any further action of the parties hereto. Each Closing of the purchase and sale of the Series B Shares Preferred Stock to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “First Closing”) at 10:00 a.m., New York time on September 30, 2010, or such other date as the Purchasers and the Company may agree upon, and such additional closings (together with the First Closing, each, a “Closing”) that may occur from time to time, at the discretion of the Company, during the 90 days following the First Closing (each00 Xxxxx Xxxxxxx, a "Closing Date")Xxxxxxxx, Xxxxxxxxxxxxx 00000, 10:00 a.m. New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to a the Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at a Closing the Closing, upon payment of the Purchase Price, the Company shall deliver or cause to be delivered to each Purchaser (ix) that the number of shares of Series B Shares Preferred Stock set forth opposite the name of such Purchaser on Exhibit A hereto and (y) the number of shares of Common Stock (and Series C Preferred Stock, if applicable) set forth opposite the name of such Purchaser on Exhibit A hereto, and (ii) any other documents required to be delivered pursuant to Article IV hereof. At a the Closing, each Purchaser shall deliver its Purchase Price by wire transfer Price. The Series B Preferred Stock, the Common Stock and the Series C Preferred Stock are sometimes collectively referred to an escrow account designated by herein as the escrow agent“Securities.”

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to Twenty (20) the Series B Shares at a purchase price of One Hundred Thousand ($100,000) Dollars per share, A-1 Preferred Stock and Warrants for an aggregate purchase price of up equal to Ten Million Dollars ($10,000,000) the aggregate amount set forth in Exhibit A (the “Purchase Price”). The initial sale of the Series A-1 Preferred Stock and Warrants to the Purchasers shall take place through a closing or series of closings under this Agreement (each referred to as the “Closing”), each taking place on or before October 31, 2008 (each such date referred to as the “Closing Date”). Exhibit A to this Agreement shall be amended from time to time to reflect any additional Closings, without any further action of the parties hereto. Each Closing of the purchase and sale of the Series B Shares A-1 Preferred Stock and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Drinker Xxxxxx & Xxxxx Xxxxxxxx & Xxxxxxx LLP, 0000 One Xxxxx Square, 18th and Xxxxxx xx xxx XxxxxxxxXxxxxxx, Xxx XxxxXxxxxxxxxxxx, Xxx Xxxx 00000 (the “First Closing”) at XX 00000, 10:00 a.m., a.m. New York time on September 30, 2010, or such other date as the Purchasers and the Company may agree upon, and such additional closings (together with the First Closing, each, a “Closing”) that may occur from time to time, at the discretion of the Company, during the 90 days following the First Closing (each, a "Closing Date"); provided, that all of the conditions set forth in Article IV hereof and applicable to a the Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at a Closing the Closing, upon payment of the Purchase Price, the Company shall deliver or cause to be delivered to each Purchaser (ix) that the number of shares of Series B Shares A-1 Preferred Stock set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (iiy) any other documents required Warrants to be delivered pursuant to Article IV hereofpurchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At a the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow agentPrice.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to Twenty (20) Series B that number of the Preferred Shares at a purchase price of One Hundred Thousand ($100,000) Dollars per share, for an and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price of up to Ten Million Dollars ($10,000,000) (the “Purchase Price”). Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A. The initial closing of the purchase and sale of the Series B Preferred Shares and Warrants (each, a "Closing") to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx Xxxxxx Flattau & Xxxxxxx LLPKlimpl, LLP 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “First "Closing”") at 10:00 a.m., New York time a.m. Pacific Time (i) on September 30, 2010, the date on which the last to be fulfilled or such other date as the Purchasers and the Company may agree upon, and such additional closings (together with the First Closing, each, a “Closing”) that may occur from time to time, at the discretion of the Company, during the 90 days following the First Closing (each, a "Closing Date"); provided, that all waived of the conditions set forth in Article IV hereof and applicable to a such Closing shall have been be fulfilled or waived in accordance herewithherewith or (ii) such other time and place or on such date as the Purchasers and the Company may agree upon (each, a "Closing Date"). Subject to the terms and conditions of this AgreementOn or before each Closing Date, at a Closing the Company shall deliver or cause to be delivered to each Purchaser the escrow agent (ithe "Escrow Agent") that identified in the Escrow Agreement attached hereto as Exhibit D (the "Escrow Agreement") the certificates for the number and series of Series B Preferred Shares set forth opposite each Purchaser's name under the name heading "Number of such Purchaser Preferred Shares to be Purchased" on Exhibit A hereto, registered in such Purchaser's name (or its nominee) and (ii) any other documents prior to each Closing Date each Purchaser shall pay by wire transfer of funds into escrow the purchase price set forth opposite each such Purchaser's name on Exhibit A. In addition, each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to Article IV hereofthis Agreement at or prior to each Closing. This Agreement shall terminate if the Closing of the first tranche of Preferred Shares (the "Tranche I Closing") has not occurred by January 30, 2000. The Company acknowledges that the purchase price of Lightline Limited ("Lightline") pro rata portion of the Preferred Shares and Warrants was advanced and evidenced by a promissory note issued by the Company in favor of Lightline for the principal amount of $300,000 (the "Promissory Note"). At a the Closing, each Purchaser the Company shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow agentEscrow Agent stock certificates (in such denominations as Lightline shall request) representing the shares of Preferred Stock equal to the total amount of principal and interest accrued and outstanding under the Promissory Note on the date of the Tranche I Closing. Notwithstanding anything to the contrary set forth in this Agreement, the aggregate number of Preferred Stock to be sold hereunder shall not exceed two hundred (200).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to Twenty the Units for $1.50 per Unit (20the “Purchase Price”) Series B Shares at a purchase price of One Hundred Thousand ($100,000) Dollars per share, for an aggregate purchase price of up to Ten Million Dollars $6,000,000, provided, however, the Financing Transaction can be closed with a minimum aggregate purchase price of $3,000,000, provided, further, that the minimum amount can be lowered or waived with the Company’s consent. In the event that the minimum amount is lowered by the Company, each subscriber that has previously committed funds will receive notification of the lowered minimum amount no later than forty-eight ($10,000,00048) (hours prior to the “Purchase Price”)anticipated closing date and will be required to acknowledge and accept the lowered minimum amount. The initial Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Series B Shares to be acquired by the Purchasers from the Company under this Agreement Units shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLPXxxxxx, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 LLP (the “First Closing”) at 10:00 a.m., New York time on September 30, 2010, or such other date as the Purchasers and the Company may agree upon, and such additional closings (together with the First Closing, each, a “Closing”) no later than March 31, 2011, which date may be extended by the Company (the “Closing Date”). In the event that may occur from time to timethe Closing occurs with an amount less than the full offering amount of $6,000,000 (and any permitted over-allotment amount), the Company can hold a subsequent closing for all or any portion of the remaining amount of the Financing Transaction not sold at the discretion time of the CompanyClosing, during the 90 days following the First Closing (each, a "Closing Date"); provided, however, that all of the conditions set forth in Article IV hereof and applicable to a Closing shall have been fulfilled or waived in accordance herewithsuch subsequent closing must occur no later than April 30, 2011. Subject to the terms and conditions of this Agreement, at a the Closing the Company shall deliver or cause to be delivered to each Purchaser (ix) that certificates for the number of Series B Preferred Shares set forth opposite the name of 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 (iiz) any other documents required to be delivered pursuant to Article IV 4 hereof. At a the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to an the escrow account designated by pursuant to the escrow agentEscrow Deposit Agreement (as hereafter defined). The Company may also, in its sole discretion, terminate the offering and the Company would then notify the Escrow Agent (as defined in the Escrow Deposit Agreement) to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to Twenty (20) Series B the Shares at a purchase price of One Hundred Thousand ($100,000) Dollars per share, for an aggregate purchase price of up to Ten Two Million Dollars One Hundred Seventy Five Thousand ($10,000,0002,175,000) Dollars (the “Purchase Price”). The initial closing of the purchase and sale of the Series B Shares and Warrants (collectively, “Securities”) to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx XxxxxxxxXxxxxx, Xxx XxxxXxxxxxxxxxxx, Xxx Xxxx 00000 XX (the “First Closing”) at 10:00 a.m.a.m. (local time) (i) on or before May 31, New York time on September 30, 2010, or such other date as the Purchasers and the Company may agree upon, and such additional closings (together with the First Closing, each, a “Closing”) that may occur from time to time, at the discretion of the Company, during the 90 days following the First Closing (each, a "Closing Date")2007; provided, that all of the conditions set forth in Article IV hereof and applicable to a the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “Closing Date”). Subject to the terms and conditions of this Agreement, at a the Closing the Company shall deliver or cause to be delivered to each Purchaser certificates evidencing its respective Shares, as set forth opposite the name of such Purchaser on Exhibit A hereto. At the Closing, (i) that number each Purchaser set forth on Schedule 1.2(a) shall deliver its respective portion of Series B Shares the Purchase Price, as set forth opposite the name of such Purchaser on Exhibit A hereto, and (ii) any other documents required to be delivered pursuant to Article IV hereof. At a Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow agentCompany, and (ii) each Purchaser set forth on Schedule 1.2(b) shall deliver its respective portion of the Purchaser Price, as set forth opposite such Purchaser on Exhibit A hereto, by irrevocably and voluntarily surrendering, selling, assigning, transferring and conveying to the Company for cancellation such Purchaser’s Junior Unsecured Subordinated Note, in the amount as set forth opposite such Purchaser’s name on Schedule 1.2(b).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to Twenty (20) Series B Shares at a purchase price of One Hundred Thousand ($100,000) Dollars per share, the Notes and Warrants for an aggregate purchase price of up to Ten Million Six Hundred Thousand Dollars ($10,000,000600,000) (as set forth opposite the “Purchase Price”)name of each Purchaser on Exhibit A hereto. The initial closing execution of the purchase and sale of the Series B Shares to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxx Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx X.X. Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx 00000 (the “First Closing”) at 10:00 a.m., New York time Pacific Daylight Time (i) on September 30or before August 10, 2010, or such other date as the Purchasers and the Company may agree upon, and such additional closings (together with the First Closing, each, a “Closing”) that may occur from time to time, at the discretion of the Company, during the 90 days following the First Closing (each, a "Closing Date")2006; provided, that all of the conditions set forth in Article IV hereof and applicable to a the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “Closing Date”). Subject During the Borrowing Period and subject to the terms and conditions of this Agreement, at a Closing 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 deliver or cause to be delivered to each Purchaser (ix) that its Note for the amount of the Purchase Price being drawn upon and (y) a Warrant to purchase the pro rata number of Series B Shares set forth opposite shares of Common Stock corresponding to the name Purchase Price (the maximum number of such Purchaser on Exhibit A hereto, and (ii) any other documents required shares to be delivered issued pursuant to Article IV hereof. At a Closing, 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 to an escrow account designated by the escrow agentCompany. 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 amount available, a pro rata portion of 335,000 shares of Common Stock as a standby commitment fee within thirty (30) days from the date of the expiration of the agreement. Any funds that were drawn during the agreement period will follow the 18 month borrowing period and other terms of purchase.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to Twenty (20) Series B that number of Preferred Shares at a purchase price of One Hundred Thousand ($100,000) Dollars per share, for an and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price of up to Ten Million Dollars ($10,000,000) (the “Purchase Price”) of the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A. The Purchase Price for the Preferred Shares and the Warrants shall be not less than Two Million Dollars ($2,000,000) and not more than Five Million Dollars ($5,000,000). The initial closing Company acknowledges that a portion of the purchase Purchase Price shall be paid by certain Purchasers surrendering for cancellation certain promissory notes issued by the Company to such Purchasers as more fully set forth on Schedule 1.3 hereto. The Company shall be entitled to issue and sale sell such number of Preferred Shares and Warrants to Purchasers at one or more closings (each, a “Closing”) consummated prior to the filing of the Series B registration statement providing for the resale of the Conversion Shares and the Warrant Shares, in each case pursuant to terms of this Agreement and provided that each such Purchaser executes a signature page hereto and to each of the other Transaction Documents (as defined in Section 2.1(b) hereof) to which the Purchasers are a party, and thereby agrees to be acquired bound by and subject to the Purchasers from terms and conditions hereof and thereof. Each date on which a Closing takes place under the Company under terms of this Agreement shall be deemed to be a “Closing Date.” Each Closing shall take place at the offices of Xxxxxx Kxxxxx Xxxxx Xxxxxxxx & Xxxxxxx Fxxxxxx LLP, 0000 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “First Closing”) at 10:00 a.m., New York time on September 30, 2010, or such other date place as the Purchasers and the Company may agree upon, and such additional closings (together with upon the First Closing, each, a “Closing”) that may occur from time to time, at the discretion satisfaction of the Company, during the 90 days following the First Closing (each, a "Closing Date"); provided, that all each of the conditions set forth in Article IV hereof and applicable hereof. Funding with respect to a each Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at a Closing the Company shall deliver or cause to be delivered to each Purchaser (i) that number of Series B Shares set forth opposite the name of such Purchaser on Exhibit A hereto, and (ii) any other documents required to be delivered pursuant to Article IV hereof. At a Closing, each Purchaser shall deliver its Purchase Price take place by wire transfer of immediately available funds on or prior to an escrow account designated by the escrow agentapplicable Closing Date.

Purchase Price and Closing. Subject to the terms and -------------------------- conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to Twenty (20) Series B Shares at a purchase price of One Hundred Thousand ($100,000) Dollars per share, the Notes and Warrants for an aggregate purchase price of up to Ten Fifteen Million Dollars ($10,000,00015,000,000) (the “"Purchase Price”"). The initial closing of the purchase and sale of the Series B Shares Notes and ------------- Warrants to be acquired by the Purchasers from the Company under this Agreement --- shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx Kramer Levin Naftalis & Xxxxxxx LLPFranxxx XXX, 0000 Xxxxxx xx of xxx XxxxxxxxXxericas, Xxx Xxxx, Xxx Xxxx 00000 (the “First Closing”xxx "Xxxxxxx") at 10:00 a.m.xx 00:00 x.m., ------- New York time (i) on September 30or before December 4, 2010, or such other date as the Purchasers and the Company may agree upon, and such additional closings (together with the First Closing, each, a “Closing”) that may occur from time to time, at the discretion of the Company, during the 90 days following the First Closing (each, a "Closing Date")2006; provided, that all of the -------- conditions set forth in Article IV hereof and applicable to a the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may mutually agree upon (the "Closing Date"). Subject to the terms and conditions of this ------------- Agreement, at a the Closing the Company shall deliver or cause to be delivered to each Purchaser (ix) that number of Series B Shares 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 (iiz) any other documents required to --------- be delivered pursuant to Article IV hereof. At a the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase up to Twenty (20) Series B the Preferred Shares at a purchase price of One Hundred Thousand ($100,000) Dollars per share, and the Warrants for an aggregate purchase price of up to Ten One Million Sixty Two Thousand Dollars ($10,000,0001,062,000) (the “Purchase Price”). The initial closing of the purchase and sale of the Series B Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “First Closing”) at 10:00 a.m., New York time (i) on September 30or before April 14, 2010, or such other date as the Purchasers and the Company may agree upon, and such additional closings (together with the First Closing, each, a “Closing”) that may occur from time to time, at the discretion of the Company, during the 90 days following the First Closing (each, a "Closing Date")2006; provided, that all of the conditions set forth in Article IV hereof and applicable to a the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). The Purchasers acknowledge and agree that the Company may consummate the sale of additional Preferred Shares and Warrants to other purchasers, on terms substantially similar to the terms of this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), which closing shall occur no later than June 5, 2006, for an aggregate purchase price of up to $3,900,000 and a per share purchase price of $0.75 (the “Additional Preferred Stock and Warrant Financing”). Subject to the terms and conditions of this Agreement, at a the Closing the Company shall deliver or cause to be delivered to each Purchaser (ix) that a certificate for the number of Series B Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (iiz) any other documents required to be delivered pursuant to Article IV hereof. At a the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow agent.Company. ­