Common use of Purchase Price and Closing Clause in Contracts

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of up to Thirty Million Dollars ($30,000,000) (the “Purchase Price”). The closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (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 and (z) any other deliveries as required by Article IV. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and the Warrants for an aggregate purchase price of up to Thirty Million Dollars five hundred thousand ($30,000,000500,000.00) (the ““ Purchase PricePrice ”). The closing of under this Agreement (the purchase and sale of “ Closing ”) shall take place on or about February 25, 2010 (the Notes and Warrants to be acquired by the Purchasers from the Company “ Closing Date ”). The Closing under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLPVision Opportunity Master Fund, 1000 Xxxxxx Ltd., 20 West 00 xx xxx XxxxxxxxXxxxxx, 0 xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22, 2005time; providedprovided , that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant 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 deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and the Warrants for an aggregate purchase price of up to Thirty Million Dollars five hundred thousand ($30,000,000500,000.00) (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about June 25, 2010 (the Notes and Warrants to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLPVision Opportunity Master Fund, 1000 Xxxxxx xx xxx XxxxxxxxLtd., 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22, 2005time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant 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 deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree Purchaser agrees to purchase the Notes Debenture and Warrants the Warrant for an aggregate a purchase price of up to Thirty Eighteen Million Dollars ($30,000,00018,000,000) (the “Purchase Price”), composed of a cash payment of $8,100,000 and the surrender of $9,900,000 face amount of the Company’s 8.5% Senior Secured Convertible Notes. The closing of the purchase and sale of the Notes Debenture and Warrants Warrant to be acquired by the Purchasers Purchaser from the Company under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx Lev & Fxxxxxx LLPBerlin, 1000 Xxxxxx xx xxx XxxxxxxxP.C., Xxx Xxxx000 Xxxxxxxxxxx Xxxxxx, Xxx Xxxx 0xx Xxxxx, Xxxxxxx, Xxxxxxxxxxx 00000 (the “Closing”) at 10:00 a.m., New York time Eastern time, (i) on or before August 22December __, 20052007; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers Purchaser and the Company may agree upon (the "“Closing Date"”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each the Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A heretoDebenture, (y) a its Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the Closing, each the Purchaser shall deliver its the cash component of the Purchase Price by wire transfer to an a bank account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and the Warrants for an aggregate purchase price of up to Thirty Million Dollars three hundred seventy five thousand ($30,000,000375,000.00) (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about December 30, 2010 (the Notes and Warrants to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLPVision Opportunity Master Fund, 1000 Xxxxxx xx xxx XxxxxxxxLtd., 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22, 2005time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant 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 deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaserseach Purchaser, severally but not jointlyjointly with respect to the amounts set forth on such Purchaser’s signature page hereto, agree agrees to purchase the Notes Preferred Shares and the Warrants for an aggregate purchase price of up to Thirty Million Dollars ($30,000,000) 1,900,000 (the “Purchase Price”). The closing of the purchase and sale of the Notes Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kxxxxx Xxxxx Grushko & Mxxxxxx, P.C., 500 Xxxxxxxx & Fxxxxxx LLPXxxxxx, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22June 30, 20052011; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "“Closing Date"”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser the Escrow Agent (as hereinafter defined) prior to the Closing (x) its Note a certificate for the principal amount number of Preferred Shares set forth opposite the name of on such Purchaser on Exhibit A Purchaser’s signature page hereto, (y) a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of on such Purchaser on Exhibit A attached Purchaser’s signature page hereto and (z) any other deliveries as documents required by to be delivered pursuant to Article IV. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the CompanyIV hereof.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and the Warrants for an aggregate purchase price of up to Thirty Million Dollars one hundred fifty thousand ($30,000,000150,000.00) (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about December 30, 2010 (the Notes and Warrants to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLPVision Opportunity Master Fund, 1000 Xxxxxx xx xxx XxxxxxxxLtd., 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22, 2005time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant 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 deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants 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 Thirty Ten Million Dollars ($30,000,00010,000,000) (the “Purchase Price”). The initial closing of the purchase and sale of the Notes and Warrants Series B Shares to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kxxxxx Xxxxxx Xxxxx Xxxxxxxx & Fxxxxxx Xxxxxxx LLP, 1000 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 (itogether with the First Closing, each, a “Closing”) on or before August 22that may occur from time to time, 2005at 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 the a 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 the a Closing the Company shall deliver or cause to be delivered to each Purchaser (xi) its Note for the principal amount that number of Series B Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (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 and (zii) any other deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the a Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the Companyescrow agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate cash purchase price of up to Thirty Million Dollars ($30,000,000) 257,000 (the “Purchase Price”). The closing under this Agreement (the “Closing”) shall take place on or before January 9, 2009 (the “Closing Date”). The closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLPPlatinum-Montaur Life Sciences, 1000 Xxxxxx xx xxx XxxxxxxxLLC (the “Lead Purchaser”), 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., a.m. New York time (i) on or before August 22, 2005time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (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 and (z) any other deliveries as required by Article IV. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer of immediately available funds to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and the Warrants for an aggregate purchase price of up to Thirty Million Dollars one hundred eighty thousand ($30,000,000180,000.00) (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about June 28, 2011 (the Notes and Warrants to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLPVision Opportunity Master Fund, 1000 Xxxxxx xx xxx XxxxxxxxLtd., 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22, 2005time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant 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 deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and the Warrants for an aggregate purchase price of up to Thirty Million Dollars one million thirty-six thousand two hundred eighty dollars and 53/100 ($30,000,0001,036,280.53) (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about September 24, 2009 (the Notes and Warrants to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLPVision Capital Advisors, 1000 Xxxxxx xx xxx XxxxxxxxLLC, 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22, 2005time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant 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 deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree Purchaser agrees to purchase the Notes Debenture and Warrants the Warrant for an aggregate a purchase price of up to Thirty Eighteen Million Dollars ($30,000,00018,000,000) (the “Purchase Price”), composed of a cash payment of $8,100,000 and the surrender of $9,900,000 face amount of the Company’s 8.5% Senior Secured Convertible Notes. The closing of the purchase and sale of the Notes Debenture and Warrants Warrant to be acquired by the Purchasers Purchaser from the Company under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx Lev & Fxxxxxx LLPBerlin, 1000 Xxxxxx xx xxx XxxxxxxxP.C., Xxx Xxxx000 Xxxxxxxxxxx Xxxxxx, Xxx Xxxx 0xx Xxxxx, Xxxxxxx, Xxxxxxxxxxx 00000 (the “Closing”) at 10:00 a.m., New York time Eastern time, (i) on or before August 22December 7, 20052007; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers Purchaser and the Company may agree upon (the "“Closing Date"”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each the Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A heretoDebenture, (y) a its Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the Closing, each the Purchaser shall deliver its the cash component of the Purchase Price by wire transfer to an a bank account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and the Warrants for an aggregate purchase price of up to Thirty Million Dollars five hundred thousand ($30,000,000500,000.00) (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about January 28, 2010 (the Notes and Warrants to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLPVision Opportunity Master Fund, 1000 Xxxxxx xx xxx XxxxxxxxLtd., 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22, 2005time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant 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 deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes number of Shares and Warrants for an aggregate purchase price of up to Thirty Million Dollars ($30,000,000) (the “Purchase Price”). Warrants, in each case, set forth opposite their respective names on Exhibit A. The closing of the purchase and sale of the Notes Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kxxxxx Xxxxxx Xxxxx Xxxxxxxx & Fxxxxxx Xxxxxxx LLP, 1000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “"Closing”") at 10:00 a.m.a.m. on December ___, New York 2005 or at such time and on such date as the Purchasers and the Company may agree upon (i) on or before August 22the "Closing Date"), 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith. At the Closing, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xi) its Note for the principal amount set forth opposite a certificate registered in the name of such the Purchaser on Exhibit A hereto, (y) a Warrant to purchase such representing the number of shares of Common Stock Shares as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (zii) any other deliveries as required by Article IV. At the Closing, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and the Warrants for an aggregate purchase price of up to Thirty Million Dollars one hundred eighty thousand ($30,000,000180,000.00) (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about April 14, 2011 (the Notes and Warrants to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLPVision Opportunity Master Fund, 1000 Xxxxxx xx xxx XxxxxxxxLtd., 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22, 2005time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant 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 deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of up to Thirty One Million Dollars ($30,000,0001,000,000) (the “"Purchase Price”"). The Notes and Warrants shall be sold and funded in one closing of (the "Closing") which shall take place on or before November 30, 2005 (the "Closing Date"). At the Closing, the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices office of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLPcounsel for the Holders as set forth herein, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22, 2005time; provided, that all of the conditions set forth in Article IV hereof and applicable to the each Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) a Warrant the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as required by Article IVhereto. At the each Closing, each Purchaser shall deliver its Purchase Price by wire transfer of immediately available funds to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and the Warrants for an aggregate purchase price of up to Thirty Million Dollars one hundred eighty thousand ($30,000,0001800,000.00) (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about May 13, 2011 (the Notes and Warrants to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLPVision Opportunity Master Fund, 1000 Xxxxxx xx xxx XxxxxxxxLtd., 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22, 2005time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant 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 deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and the Warrants for an aggregate purchase price of up to Thirty Million Dollars one hundred eighty thousand ($30,000,000180,000.00) (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about June 14, 2011 (the Notes and Warrants to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLPVision Opportunity Master Fund, 1000 Xxxxxx xx xxx XxxxxxxxLtd., 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22, 2005time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant 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 deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants Units for an aggregate purchase price of up to Thirty Million Dollars ($30,000,000) 500,000, or $10,000 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Notes and Warrants Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLPGuzov Ofsink, 1000 Xxxxxx xx xxx XxxxxxxxLLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22, 2005such date as the Purchasers and the Company may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon herewith (the "“Closing Date"”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xi) its a Note for in the principal amount set forth opposite the name of such Purchaser on Exhibit A C hereto, (yii) a Warrant to purchase such the number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A C attached hereto hereto, and (ziii) any other deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company’s designated account.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and the Warrants for an aggregate purchase price of up to Thirty Million Dollars five hundred thousand ($30,000,000500,000.00) (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about August 6, 2010 (the Notes and Warrants to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLPVision Opportunity Master Fund, 1000 Xxxxxx xx xxx XxxxxxxxLtd., 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22, 2005time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant 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 deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees agree to issue and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree Purchaser agrees to purchase the Notes Note, Shares and Warrants Warrant for an aggregate purchase price of up to Thirty Million Dollars six million ($30,000,0006,000,000) dollars (the “Purchase Price”). The closing Shares shall be priced at $1.15 per Share for a total Share Purchase Price of $2,500,000. The Closing under this Agreement (the purchase and sale of “Closing”) shall take place on March 23, 2010 (the Notes and Warrants to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx Gxxxxxx Sxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx600 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22, 2005time; provided, that all of the conditions set forth in Article IV hereof and applicable to the such Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each the Purchaser (x) its the Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (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 and (z) any other deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the Closing, each the Purchaser shall deliver its the Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and the Warrants for an aggregate purchase price of up to Thirty Million Dollars two million ($30,000,0002,000,000.00) dollars (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about March 31, 2010 (the Notes and Warrants to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLPVision Opportunity Master Fund, 1000 Xxxxxx xx xxx XxxxxxxxLtd., 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22, 2005time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Note Notes for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant 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 deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchasers and the Purchasers, severally but not jointly, agree to purchase the Notes Units for $1.00 per unit, and Warrants for an aggregate purchase price of up to Thirty Million Three Hundred Thousand Dollars ($30,000,000300,000) (the “Purchase Price”). The closing of the purchase and sale of the Notes and Warrants Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kxxxxx the Company, 0000 Xxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLPXxxxx, 1000 Xxxxxx xx xxx XxxxxxxxXxxxx 000, Xxx Xxxx, Xxx Xxxx XX 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before August 22July 21, 20052008; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its a Note for corresponding to the principal amount number of Units set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant Warrants corresponding to purchase such the number of shares of Common Stock Units as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other deliveries as documents required by to be delivered pursuant to Article IVIV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by in the Company.manner indicated on Exhibit A.