Common use of Purchase Price and Closings Clause in Contracts

Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of $3.11 per Unit (the “Purchase Price”). The initial closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Guzov Ofsink, LLC , 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (the “Initial Closing”) at 2:00 p.m., New York time on such 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 Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). The Purchasers and the Company acknowledge and agree that the Company may consummate the sale of additional Units to Purchasers or other purchasers, on the terms set forth in this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), at a closing or additional closings (each, an “Additional Closing”; the Initial Closing and any Additional Closing are also sometimes referred to herein as a “Closing”), all of which Additional Closings shall occur not later than June 13, 2008 (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” and the Initial Closing Date and any Additional Closing Date are also sometimes referred to herein as a “Closing Date”). Subject to the terms and conditions of this Agreement, at each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing), (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing) and (z) any other documents required to be delivered pursuant to Article IV hereof. For the Initial Closing, each Purchaser shall deliver its Purchase Price for the number of Units purchased by wire transfer to the escrow account pursuant to the Closing Escrow Agreement (as hereafter defined). For Additional Closings, each Purchaser shall deliver its Purchase Price for the number of Units purchased directly to the Company. In addition, the parties acknowledge that Three Hundred Thousand Dollars ($300,000) of the Purchase Price funded on the Initial Closing Date shall be deposited in an escrow account pursuant to the General Escrow Agreement (as hereafter defined) to be used by the Company in connection with investor and public relations.

Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of Three Million Nine Hundred Thousand Dollars ($3.11 per Unit 3,900,000) (the “Purchase Price”). The Preferred Shares and Warrants shall be sold and funded in separate closings (each, a “Closing”). The initial closing Closing under this Agreement (the “Initial Closing”) shall take place on or about May 30, 2006 (the “Initial Closing Date”) and shall be funded in the amount of One Million Five Hundred Thousand Dollars ($1,500,000). Each subsequent Closing under this Agreement (each, a “Subsequent Closing”) shall take place upon the mutual agreement of the purchase Company and sale the Purchasers, but in no event later than June 30, 2006 (each, a “Subsequent Closing Date”), and shall be funded in the aggregate amount of Two Million Four Hundred Thousand Dollars ($2,400,000). The Initial Closing Date and each Subsequent Closing Date are sometimes referred to in this Agreement as the Units to be acquired by the Purchasers from the Company “Closing Date”. Each Closing under this Agreement shall take place at the offices of Guzov OfsinkXxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, LLC , 000 Xxxxxxx Xxxxxx, 00xx Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (the “Initial Closing”) at 2:00 p.m.10:00 a.m., New York time on such 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 Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). The Purchasers and the Company acknowledge and agree that the Company may consummate the sale of additional Units to Purchasers or other purchasers, on the terms set forth in this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), at a closing or additional closings (each, an “Additional Closing”; the Initial Closing and any Additional Closing are also sometimes referred to herein as a “Closing”), all of which Additional Closings shall occur not later than June 13, 2008 (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” and the Initial Closing Date and any Additional Closing Date are also sometimes referred to herein as a “Closing Date”)time. Subject to the terms and conditions of this Agreement, at each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing)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 (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing) and (z) any other documents required to be delivered pursuant to Article IV hereof. For the Initial At each Closing, each Purchaser shall deliver its Purchase Price for the number of Units purchased by wire transfer to the escrow an account pursuant to the Closing Escrow Agreement (as hereafter defined). For Additional Closings, each Purchaser shall deliver its Purchase Price for the number of Units purchased directly to designated by the Company. In addition, the parties acknowledge that Three Hundred Thousand Dollars ($300,000) of the Purchase Price funded on the Initial Closing Date shall be deposited in an escrow account pursuant to the General Escrow Agreement (as hereafter defined) to be used by the Company in connection with investor and public relations.

Purchase Price and Closings. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an numbers of Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The minimum purchase price paid at the Initial Closing (as defined below) will be $3,000,000 (excluding any Purchase Price paid by cancellation of Series A Convertible Preferred Stock) and the maximum aggregate purchase price paid at all closings (including by cancellation of Series A Convertible Preferred Stock) will be $3.11 per Unit 19,800,000 (the aggregate of all such purchase prices paid at any Closing, the “Purchase Price”). The initial closing of the purchase Shares shall be sold and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Guzov Ofsinkfunded in separate closings (each, LLC , 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (the a “Initial Closing”) at 2:00 p.m.), New York time on such date as the Purchasers and the Company may agree upon; provided, that all in each case pursuant to terms of the conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). The Purchasers and the Company acknowledge and agree that the Company may consummate the sale of additional Units to Purchasers or other purchasers, on the terms set forth in this Agreement and provided that each 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 bound by and subject to the terms and conditions hereof and thereof. The initial Closing under this Agreement (the “Initial Closing”) shall take place on or about September 24, 2007, or as soon thereafter as the Company has identified Purchasers to purchase at least 3,000 Preferred Shares and all other conditions to closing have been satisfied or waived (the “Initial Closing Date”), at a closing or additional closings . Each subsequent Closing under this Agreement (each, an a “Additional Subsequent Closing”; ) shall take place upon the Initial Closing mutual agreement of the Company and any Additional Closing are also sometimes referred to herein as the Purchasers participating in such Subsequent Closing, but in no event later than October 26, 2007 (each, a “ClosingSubsequent Closing Date”), all of which Additional Closings shall occur not later than June 13, 2008 (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” and the . The Initial Closing Date and any Additional each Subsequent Closing Date are also sometimes referred to herein in this Agreement as a the “Closing Date”). Each Closing under this Agreement shall take place at the offices of Sadis & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York time, or at such other time and place as may be mutually agreed upon. Subject to the terms and conditions of this Agreement, at each Closing the Company shall deliver or cause to be delivered to each Purchaser participating in such Closing (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing), and (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing) and (z) any other documents required to be delivered pursuant to Article IV hereof. For the Initial At each Closing, each Purchaser participating in such Closing shall deliver its portion of the Purchase Price for the number of Units purchased by wire transfer to the escrow account pursuant to Company. Notwithstanding the Closing Escrow Agreement (as hereafter defined). For Additional Closingsforegoing, each Purchaser shall deliver its Purchase Price for in lieu of paying in cash, the number holders of Units purchased directly to the Company. In addition, ’s Series A Convertible Preferred Stock and associated warrants (the parties acknowledge that Three Hundred Thousand Dollars ($300,000“Series A Holders”) shall pay their respective portion of the Purchase Price funded hereunder through the cancellation of such holders’ Series A Convertible Preferred Stock (and associated warrants) in the respective individual amounts set forth on Exhibit A hereto; provided, however, that such payments shall not be considered for purposes of determining whether the Initial Closing Date minimum purchase price obligation has been satisfied. The portion of the Purchase Price to be paid by the Series A Holders by virtue of the cancellation of such Purchasers’ Series A Convertible Preferred Stock (and associated warrants) shall be deposited in an escrow account pursuant to the General Escrow original cash purchase price paid by such Purchasers under the Securities Purchase Agreement (dated as hereafter defined) to be used by the Company in connection with investor and public relationsof November 27, 2006 plus any unpaid dividends accrued thereunder.

Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($3.11 per Unit 1,500,000) (the “"Purchase Price”"). The Preferred Shares and Warrants shall be sold and funded in two separate closings (each, a "Closing"). The initial closing Closing under this Agreement (the "Initial Closing") shall be funded in the amount of One Million Dollars ($1,000,000) and shall take place on or about August __, 2006 (the "Initial Closing Date"). The second Closing under this Agreement (the "Second Closing") shall be funded in the amount of Five Hundred Thousand Dollars ($500,000) and shall take place upon the earlier to occur of (A) a date that is within ten (10) business days following the date that the Company publicly announces that it has received an order of at least $2,000,000 which requires at least $200,000 of material to complete (the "Second Closing Milestone") and (B) the date that is no later than five (5) business days following the date that the Securities and Exchange Commission (the "Commission") declares the registration statement (the "Registration Statement") providing for the resale of the purchase Conversion Shares and sale of the Units Warrant Shares effective (the "Second Closing Date"). If the Second Closing Milestone is not satisfied by a date that is within five (5) business days after the date that the Commission declares the Registration Statement effective, there shall be no Second Closing. The Initial Closing Date and the Second Closing Date are sometimes referred to be acquired by in this Agreement as the Purchasers from the Company "Closing Date". Each Closing under this Agreement shall take place at the offices of Guzov OfsinkXxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, LLC , 000 Xxxxxxx Xxxxxx, 00xx Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (the “Initial Closing”) at 2:00 p.m.10:00 a.m., New York time on such 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 Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). The Purchasers and the Company acknowledge and agree that the Company may consummate the sale of additional Units to Purchasers or other purchasers, on the terms set forth in this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), at a closing or additional closings (each, an “Additional Closing”; the Initial Closing and any Additional Closing are also sometimes referred to herein as a “Closing”), all of which Additional Closings shall occur not later than June 13, 2008 (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” and the Initial Closing Date and any Additional Closing Date are also sometimes referred to herein as a “Closing Date”)time. Subject to the terms and conditions of this Agreement, at each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing)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 (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing) and (z) any other documents required to be delivered pursuant to Article IV hereof. For the Initial At each Closing, each Purchaser shall deliver its Purchase Price for the number of Units purchased by wire transfer to the escrow an account pursuant to the Closing Escrow Agreement (as hereafter defined). For Additional Closings, each Purchaser shall deliver its Purchase Price for the number of Units purchased directly to designated by the Company. In addition, the parties acknowledge that Three Hundred Thousand Dollars ($300,000) of the Purchase Price funded on the Initial Closing Date shall be deposited in an escrow account pursuant to the General Escrow Agreement (as hereafter defined) to be used by the Company in connection with investor Representations and public relations.Warranties

Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of $3.11 per Unit 3,622,142.86 (the “"Purchase Price”"). The Notes and Warrants shall be sold and funded in two separate closings (each, a "Closing"). The initial closing Closing under this Agreement (the "Initial Closing") shall be funded in the amount of $2,112,916.67 and shall take place on or about August 11, 2006 (the "Initial Closing Date"). The second Closing under this Agreement (the "Second Closing") shall be funded in the amount of $1,509,226.19 and shall take place no later than five (5) business days following the date that the Securities and Exchange Commission (the "Commission") declares the registration statement (the "Registration Statement") providing for the resale of the purchase Conversion Shares and sale of the Units Warrant Shares effective (the "Second Closing Date"). The Initial Closing Date and the Second Closing Date are sometimes referred to be acquired by in this Agreement as the Purchasers from the Company "Closing Date". Each Closing under this Agreement shall take place at the offices of Guzov OfsinkKramer Levin Naftalis & Frankxx XXX, LLC , 000 Xxxxxxx Xxxxxx, 00xx Xxxxx0000 Xxxxxx xf txx Xxxxicas, Xxx Xxxx, XX Xxx Xxxx 00000 (the “Initial Closing”) at 2:00 p.m., New York time on such date as the Purchasers and the Company may agree uponxx 00:00 x.x. Xxx Xxxx xxxx; provided, that all of the conditions set forth in Article IV hereof and applicable to the Initial such Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). The Purchasers and the Company acknowledge and agree that the Company may consummate the sale of additional Units to Purchasers or other purchasers, on the terms set forth in this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), at a closing or additional closings (each, an “Additional Closing”; the Initial Closing and any Additional Closing are also sometimes referred to herein as a “Closing”), all of which Additional Closings shall occur not later than June 13, 2008 (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” and the Initial Closing Date and any Additional Closing Date are also sometimes referred to herein as a “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing)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 (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing) and (z) any other documents required to be delivered pursuant to Article IV hereof. For the Initial At each Closing, each Purchaser shall deliver its Purchase Price for the number of Units purchased by wire transfer to the escrow an account pursuant to the Closing Escrow Agreement (as hereafter defined). For Additional Closings, each Purchaser shall deliver its Purchase Price for the number of Units purchased directly to designated by the Company. In addition, the parties acknowledge that Three Hundred Thousand Dollars ($300,000) of the Purchase Price funded on the Initial Closing Date shall be deposited in an escrow account pursuant to the General Escrow Agreement (as hereafter defined) to be used by the Company in connection with investor and public relations.

Purchase Price and Closings. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price number of $3.11 per Unit Shares set forth opposite their respective names on Exhibit A. The Shares shall be sold and funded in separate closings (the each, a “Purchase PriceClosing”). The initial closing , in each case pursuant to terms of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Guzov Ofsink, LLC , 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (the “Initial Closing”) at 2:00 p.m., New York time on such 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 Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). The Purchasers and the Company acknowledge and agree that the Company may consummate the sale of additional Units to Purchasers or other purchasers, on the terms set forth in 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 bound by and subject to the terms and conditions hereof and thereof. The initial Closing under this Agreement (the “Initial Closing”) shall take place on or about May 7, 2007 (the “Initial Closing Date”) and shall be funded in the amount of at least One Million Dollars ($1,000,000), at a closing or additional closings . Each subsequent Closing under this Agreement (each, an a “Additional Subsequent Closing”; ) shall take place upon the Initial Closing mutual agreement of the Company and any Additional Closing are also sometimes referred to herein as the Purchasers, but in no event later than July 31, 2007 (each, a “ClosingSubsequent Closing Date”), all of which Additional Closings shall occur not later than June 13, 2008 (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” and the . The Initial Closing Date and any Additional each Subsequent Closing Date are also sometimes referred to herein in this Agreement as a the “Closing Date”). Each Closing 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 at 10:00 a.m., New York time. Subject to the terms and conditions of this Agreement, at each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing), and (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing) and (z) any other documents required to be delivered pursuant to Article IV hereof. For the Initial At each Closing, each Purchaser shall deliver its portion of the Purchase Price for the number of Units purchased by wire transfer to the escrow account pursuant to the Closing Escrow Agreement (as hereafter defined). For Additional Closings, each Purchaser shall deliver its Purchase Price for the number of Units purchased directly to the Company. In addition, the parties acknowledge that Three Hundred Thousand Dollars ($300,000) of the Purchase Price funded on the Initial Closing Date shall be deposited in an escrow account pursuant to the General Escrow Agreement (as hereafter defined) to be used designated by the Company in connection with investor and public relationsescrow agent.

Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($3.11 per Unit 1,500,000) (the “"Purchase Price”"). The Preferred Shares and Warrants shall be sold and funded in two separate closings (each, a "Closing"). The initial closing Closing under this Agreement (the "Initial Closing") shall be funded in the amount of One Million Dollars ($1,000,000) and shall take place on or about August 8, 2006 (the "Initial Closing Date"). The second Closing under this Agreement (the "Second Closing") shall be funded in the amount of Five Hundred Thousand Dollars ($500,000) and shall take place upon the earlier to occur of (A) a date that is within ten (10) business days following the date that the Company publicly announces that it has received an order of at least $2,000,000 which requires at least $200,000 of material to complete (the "Second Closing Milestone") and (B) the date that is no later than five (5) business days following the date that the Securities and Exchange Commission (the "Commission") declares the registration statement (the "Registration Statement") providing for the resale of the purchase Conversion Shares and sale of the Units Warrant Shares effective (the "Second Closing Date"). If the Second Closing Milestone is not satisfied by a date that is within five (5) business days after the date that the Commission declares the Registration Statement effective, there shall be no Second Closing. The Initial Closing Date and the Second Closing Date are sometimes referred to be acquired by in this Agreement as the Purchasers from the Company "Closing Date". Each Closing under this Agreement shall take place at the offices of Guzov OfsinkXxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, LLC , 000 Xxxxxxx Xxxxxx, 00xx Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (the “Initial Closing”) at 2:00 p.m.10:00 a.m., New York time on such 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 Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). The Purchasers and the Company acknowledge and agree that the Company may consummate the sale of additional Units to Purchasers or other purchasers, on the terms set forth in this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), at a closing or additional closings (each, an “Additional Closing”; the Initial Closing and any Additional Closing are also sometimes referred to herein as a “Closing”), all of which Additional Closings shall occur not later than June 13, 2008 (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” and the Initial Closing Date and any Additional Closing Date are also sometimes referred to herein as a “Closing Date”)time. Subject to the terms and conditions of this Agreement, at each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing)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 (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing) and (z) any other documents required to be delivered pursuant to Article IV hereof. For the Initial At each Closing, each Purchaser shall deliver its Purchase Price for the number of Units purchased by wire transfer to the escrow an account pursuant to the Closing Escrow Agreement (as hereafter defined). For Additional Closings, each Purchaser shall deliver its Purchase Price for the number of Units purchased directly to designated by the Company. In addition, the parties acknowledge that Three Hundred Thousand Dollars ($300,000) of the Purchase Price funded on the Initial Closing Date shall be deposited in an escrow account pursuant to the General Escrow Agreement (as hereafter defined) to be used by the Company in connection with investor Representations and public relations.Warranties

Purchase Price and Closings. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an numbers of Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The minimum purchase price paid at the Initial Closing (as defined below) will be $10,000,000 (excluding any Purchase Price paid by cancellation of the NovaRay Notes) and the maximum aggregate purchase price paid at all closings (including by cancellation of the NovaRay Notes) will be $3.11 per Unit 20,174,399.85 (the aggregate of all such purchase prices paid at any Closing, the “Purchase Price”). The initial closing of the purchase Preferred Shares and sale of the Units to Warrants shall be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Guzov Ofsinksold and funded in separate closings (each, LLC , 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (the a “Initial Closing”) at 2:00 p.m.), New York time on such date as the Purchasers and the Company may agree upon; provided, that all in each case pursuant to terms of the conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). The Purchasers and the Company acknowledge and agree that the Company may consummate the sale of additional Units to Purchasers or other purchasers, on the terms set forth in this Agreement and provided that each 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, at a closing or and thereby agrees to be bound by and subject to the terms and conditions hereof and thereof. All additional closings new Purchasers and all additional Preferred Shares and Warrants to be purchased hereunder shall be reflected on Exhibit A, which shall automatically be amended without any further action by any party hereto. The initial Closing under this Agreement (each, an the “Additional Initial Closing”; ) shall take place on or about December 27, 2007, or as soon thereafter as the Initial Closing Company has identified Purchasers to invest at least $10,000,000 and any Additional Closing are also sometimes referred all other conditions to herein as a “Closing”), all of which Additional Closings shall occur not later than June 13, 2008 closing have been satisfied or waived (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” and the “Initial Closing Date and any Additional Closing Date are also sometimes referred to herein as a “Closing Date”). Subject to Each subsequent Closing under this Agreement (each, a “Subsequent Closing”) shall take place upon the terms and conditions mutual agreement of this Agreement, at each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for and the number of Preferred Shares set forth opposite the name of Purchasers participating in such Purchaser on Exhibit A hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing), (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing) and (z) any other documents required to be delivered pursuant to Article IV hereof. For the Initial Closing, each Purchaser shall deliver its Purchase Price for the number of Units purchased by wire transfer to the escrow account pursuant to the Closing Escrow Agreement (as hereafter defined). For Additional Closings, each Purchaser shall deliver its Purchase Price for the number of Units purchased directly to the Company. In addition, the parties acknowledge that Three Hundred Thousand Dollars ($300,000) of the Purchase Price funded on the Initial Closing Date shall be deposited in an escrow account pursuant to the General Escrow Agreement (as hereafter defined) to be used by the Company in connection with investor and public relations.Subsequent

Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Series A Preferred Stock and the Warrants for an aggregate purchase price of up to Two Million Five Hundred Thousand Dollars ($3.11 per Unit 2,500,000) (the “Purchase Price”); provided that, the total Purchase Price may be increased to up to Four Million Dollars ($4,000,000) solely at the Company’s discretion. The sale of the Series A Preferred Stock and the Warrants shall be sold and funded in separate closings (each, a “Closing”). The initial closing Closing under this Agreement (the “Initial Closing”) shall take place on or before April 15, 2010 (the “Initial Closing Date”. Each subsequent Closing under this Agreement (each, a “Subsequent Closing”) shall take place on a date (each, a “Subsequent Closing Date”) upon the mutual agreement of the purchase Company and sale any subsequent Purchaser, but in no event later than May 31, 2010 (the “Final Closing Date”). There is no minimum number of shares or dollar amount of Series A Preferred Stock and Warrants that must be sold at the Units to Initial Closing or any Subsequent Closing, nor is there any minimum number of shares or dollar amount of Series A Preferred Stock and Warrants that must be acquired sold by the Purchasers from Final Closing Date. The Initial Closing, each Subsequent Closing and the Company Final Closing are sometimes referred to in this Agreement as the “Closing” and the Initial Closing Date, each Subsequent Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the “Closing Date”. Each Closing under this Agreement shall take place at the offices of Guzov OfsinkHxxxxxx Xxxx LLP, LLC , 000 Xxxxxxx Xxxxxx1000 Xxxxxxxx, 00xx Xxxxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (the “Initial Closing”) at 2:00 p.m.10:00 a.m., New York time on such 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 Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). The Purchasers and the Company acknowledge and agree that the Company may consummate the sale of additional Units to Purchasers or other purchasers, on the terms set forth in this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), at a closing or additional closings (each, an “Additional Closing”; the Initial Closing and any Additional Closing are also sometimes referred to herein as a “Closing”), all of which Additional Closings shall occur not later than June 13, 2008 (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” and the Initial Closing Date and any Additional Closing Date are also sometimes referred to herein as a “Closing Date”)time. Subject to the terms and conditions of this Agreement, at each the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Series A Preferred Shares set sand Warrants et forth opposite the name of such Purchaser on Exhibit A hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing)hereto, and (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing) and (z) any other documents required to be delivered pursuant to Article IV hereof. For At the Initial Closing, each the Purchaser shall deliver its Purchase Price for the number of Units purchased by wire transfer to the escrow account pursuant to the Closing Escrow Agreement (as hereafter defined). For Additional Closings, each Purchaser shall deliver its Purchase Price for the number of Units purchased directly to the Company. In addition, the parties acknowledge that Three Hundred Thousand Dollars ($300,000) of the Purchase Price funded on the Initial Closing Date shall be deposited in an escrow account designated by the escrow agent pursuant to the General a certain Escrow Agreement dated as of the date hereof by and among the Company, the escrow agent and the Placement Agent (as hereafter defined) to be used by the Company in connection with investor and public relations“Escrow Agreement”).

Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $3.11 per Unit 2,000,000 (the “Purchase Price”). The Preferred Shares and Warrants shall be sold and funded in separate closings (each, a “Closing”). The initial closing Closing under this Agreement (the “Initial Closing”) shall take place on or about March 9, 2007 (the “Initial Closing Date”) and shall be funded in the amount of One Million Five Hundred Thousand Dollars ($1,500,000). Each subsequent Closing under this Agreement (each, a “Subsequent Closing”) shall take place upon the mutual agreement of the purchase Company and sale the Purchasers, but in no event later than March 31, 2007 (each, a “Subsequent Closing Date”), and shall be funded in the aggregate amount of up to Five Hundred Thousand Dollars ($500,000). The Initial Closing Date and each Subsequent Closing Date are sometimes referred to in this Agreement as the Units to be acquired by the Purchasers from the Company “Closing Date”. Each Closing under this Agreement shall take place at the offices of Guzov OfsinkXxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, LLC , 000 Xxxxxxx Xxxxxx, 00xx Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (the “Initial Closing”) at 2:00 p.m.10:00 a.m., New York time on such 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 Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). The Purchasers and the Company acknowledge and agree that the Company may consummate the sale of additional Units to Purchasers or other purchasers, on the terms set forth in this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), at a closing or additional closings (each, an “Additional Closing”; the Initial Closing and any Additional Closing are also sometimes referred to herein as a “Closing”), all of which Additional Closings shall occur not later than June 13, 2008 (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” and the Initial Closing Date and any Additional Closing Date are also sometimes referred to herein as a “Closing Date”)time. Subject to the terms and conditions of this Agreement, at each the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing)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 (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing) and (z) any other documents required to be delivered pursuant to Article IV hereof. For At the Initial Closing, each Purchaser shall deliver its Purchase Price for the number of Units purchased by wire transfer to the escrow account pursuant to the Closing Escrow Agreement (as hereafter defined). For Additional Closings, each Purchaser shall deliver its Purchase Price for the number of Units purchased directly to the Company. In addition, the parties acknowledge that Three Hundred Thousand Dollars ($300,000) of the Purchase Price funded on the Initial Closing Date shall be deposited in an escrow account pursuant to the General Escrow Agreement (as hereafter defined) to be used designated by the Company in connection with investor and public relationsescrow agent.

Purchase Price and Closings. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an numbers of Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The minimum purchase price paid at the Initial Closing (as defined below) will be $3,000,000 (excluding any Purchase Price paid by cancellation of the NovaRay Notes) and the maximum aggregate purchase price paid at all closings (including by cancellation of the NovaRay Notes) will be $3.11 per Unit 10,000,000 (the aggregate of all such purchase prices paid at any Closing, the “Purchase Price”). The initial closing of the purchase Preferred Shares and sale of the Units to Warrants may be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Guzov Ofsinksold and funded in separate closings (each, LLC , 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (the a “Initial Closing”) at 2:00 p.m.), New York time on such date as the Purchasers and the Company may agree upon; provided, that all in each case pursuant to terms of the conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). The Purchasers and the Company acknowledge and agree that the Company may consummate the sale of additional Units to Purchasers or other purchasers, on the terms set forth in this Agreement and provided that each 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 bound by and subject to the terms and conditions hereof and thereof. All additional new Purchasers and all additional Preferred Shares and Warrants to be purchased hereunder shall be reflected on Exhibit A, which shall automatically be amended without any further action by any party hereto. The initial Closing under this Agreement (the “Initial Closing”) shall take place on or about October 27, 2009, or as soon thereafter as the Company has identified Purchasers to invest at least $3,000,000 and all other conditions to closing have been satisfied or waived (the “Initial Closing Date”), at a closing or additional closings . Each subsequent Closing under this Agreement (each, an a “Additional Subsequent Closing”; ) shall take place upon the Initial Closing mutual agreement of the Company and any Additional Closing are also sometimes referred to herein as a “the Purchasers participating in such Subsequent Closing”), all of which Additional Closings shall occur not but in no event later than June 13, 2008 forty-five (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” and 45) days from the Initial Closing Date (each, a “Subsequent Closing Date”). The Initial Closing Date and any Additional each Subsequent Closing Date are also sometimes referred to herein in this Agreement as a the “Closing Date”). Each Closing under this Agreement shall take place at the offices of Sadis & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York time, or at such other time and place as may be mutually agreed upon. Subject to the terms and conditions of this Agreement, at each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of participating in such Purchaser on Exhibit A hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing), (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing) and (z) any other documents required to be delivered pursuant to Article IV hereof. For the Initial Closing, each Purchaser shall deliver its Purchase Price for the number of Units purchased by wire transfer to the escrow account pursuant to the Closing Escrow Agreement (as hereafter defined). For Additional Closings, each Purchaser shall deliver its Purchase Price for the number of Units purchased directly to the Company. In addition, the parties acknowledge that Three Hundred Thousand Dollars ($300,000) of the Purchase Price funded on the Initial Closing Date shall be deposited in an escrow account pursuant to the General Escrow Agreement (as hereafter defined) to be used by the Company in connection with investor and public relations.

Purchase Price and Closings. Subject to the 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 Table of Contents Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and the Warrants for an aggregate purchase price of up to four million two hundred fifty thousand dollars ($3.11 per Unit 4,250,000) (the “Purchase Price”). The initial closing under this Agreement (the “Initial Closing”) shall take place on or about July 2, 2009 (the “Initial Closing Date”). Following the Initial Closing and until the earlier of (i) October 31, 2009 or (ii) such time that the Company shall have issued Notes totaling $4,250,000 in principal, the Company shall have the right, subject to the terms and conditions hereof, to issue Notes and Warrants to existing Purchasers and additional persons who the Company shall be authorized to add to and include in Exhibit A hereto, in such amounts as the Company shall determine. Any additional person added to Exhibit A hereto, shall be deemed a “Purchaser” for all purposes of this Agreement. The subsequent closings under this Agreement shall take place upon the mutual agreement of the purchase Company and sale the additional Purchasers participating in such Subsequent Closings (the “Subsequent Closings,” and the date of each such Subsequent Closing, a “Subsequent Closing Date”). Each of the Units Initial Closing and the Subsequent Closing are sometimes referred to be acquired by in this Agreement as a “Closing” and the Purchasers from date of any such closing, the Company “Closing Date”. The Initial Closing under this Agreement shall take place at the offices of Guzov OfsinkVision Opportunity Master Fund, LLC LLP, 000 Xxxxxxx 00 Xxxx 00xx Xxxxxx, 00xx 0xx Xxxxx, Xxx Xxxx, XX 00000 (the “Initial Closing”) at 2:00 p.m.10:00 a.m., New York time on such date as the Purchasers and the Company may agree upontime; provided, that all of the conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (herewith. In the “Initial Closing Date”). The Purchasers and the Company acknowledge and agree event that the Company may consummate the sale of additional Units to Purchasers or other purchasers, on the terms set forth does not receive at least two million seven hundred fifty thousand dollars ($2,750,000) in this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), at a closing or additional closings (each, an “Additional Closing”; gross proceeds from the Initial Closing and any Additional Closing are also sometimes referred on or prior to herein as a “Closing”)July 6, all of which Additional Closings shall occur not later than June 132009, 2008 (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” Company may terminate this Agreement, the Notes, the Warrants, the Warrant Amendments and the Initial Closing Date and any Additional Closing Date are also sometimes referred Security Agreement upon written notice to herein as a “Closing Date”)the Purchasers. Subject to the terms and conditions of this Agreement, at each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing)hereto, (y) its Warrants to purchase such number of shares of Common Stock as is determined in accordance with the formula set forth opposite the name of such Purchaser on Exhibit A attached hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing) herein and (z) any other documents required to be delivered pursuant to Article IV hereof. For the Initial At each Closing, each Purchaser the applicable Purchasers shall deliver its the applicable Purchase Price for the number of Units purchased by wire transfer to the escrow account pursuant to the Closing Escrow Agreement (as hereafter defined). For Additional Closings, each Purchaser shall deliver its Purchase Price for the number of Units purchased directly to the Company. In addition, the parties acknowledge that Three Hundred Thousand Dollars up to thirty-five thousand ($300,00035,000) dollars of the Purchase Price funded on the Initial Closing Date shall be deposited in an escrow account pursuant deducted from the total amount otherwise payable to the General Escrow Agreement Company, and paid over to counsel for the Purchasers in payment of reasonable legal fees and out of pocket expenses of the Purchasers’ counsel. The Company hereby grants to each Purchaser in the Initial Closing the right of first offer to purchase Notes and Warrants which the Company may propose to sell and issue from September 1, 2009 until October 31, 2009. In the event the Company proposes to undertake an issuance of Notes and Warrants during the time period between September 1, 2009 and October 31, 2009, it shall give each Purchaser in the Initial Closing written notice of its intention, describing the amount of such Notes and Warrants and the terms upon which the Company proposes to issue the same. Each such Purchaser shall have ten (as hereafter defined10) days from the date of receipt of any such notice to agree to purchase such Notes and Warrants upon the terms specified in such notice by giving written notice to the Company and stating therein the quantity of Notes and Warrants to be used purchased. In the event that all of such Notes and Warrants are not elected to be purchased by the Purchasers in the Initial Closing within such ten (10) day period, the Company shall have until October 31, 2009 to sell such Notes and Warrants not elected to be purchased upon the terms no more favorable to the purchasers than specified in connection with investor and public relations.the Company’s notice. Table of Contents ARTICLE II

Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to $3.11 per Unit 12,000,000 (the “Purchase Price”). The initial closing At each Closing (as defined below), each Purchaser shall deliver the applicable portion of the purchase and sale Purchase Price by wire transfer of immediately available funds to the Units to be acquired by the Purchasers from the Company Company. (a) The first closing under this Agreement (the “First Closing”) shall take place on or before ___________, 2009 (the “First Closing Date”). The First Closing shall take place at the offices of Guzov OfsinkTang Capital Partners LP (the “Lead Purchaser”), LLC 0000 Xxxxxxxx Xxxx, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxx, Xxx XxxxXxxxx, XX 00000 (the “Initial Closing”) at 2:00 p.m., New York time on such date as the Purchasers and the Company may agree upon10:00 a.m. Pacific Standard Time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Initial First Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). The Purchasers and the Company acknowledge and agree that the Company may consummate the sale of additional Units to Purchasers or other purchasers, on the terms set forth in this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), at a closing or additional closings (each, an “Additional Closing”; the Initial Closing and any Additional Closing are also sometimes referred to herein as a “Closing”), all of which Additional Closings shall occur not later than June 13, 2008 (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” and the Initial Closing Date and any Additional Closing Date are also sometimes referred to herein as a “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at each the First Closing the Purchasers shall purchase and the Company shall issue and deliver or cause to be delivered to each Purchaser (x) a certificate Notes for the principal amount and the number of Preferred Shares Warrants set forth opposite the name of such Purchaser on Exhibit A hereto hereto. (b) For purposes of this Agreement, “Expiration Date” shall mean the earlier of (i) the third anniversary of the First Closing and (ii) the date that is three months following the Company’s delivery to each of the Purchasers of a notice of the earlier of the European Agency for the Evaluation of Medicinal Products or as the United States Food and Drug Administration approval of Genasense. At any time and from time to time on or prior to the Expiration Date, each of the Purchasers shall have the option (the “Purchase Option”), in each such Purchaser’s sole discretion, to purchase additional Notes up to the amount set forth opposite such Purchaser’s name on Exhibit A may be amended to add additional purchasers at in one or more closings (each an “Additional Closing”, and along with the First Closing, each a “Closing”). At each such Additional Closing, (y) its Warrants the Company shall issue to each purchaser a three-year warrant to purchase such a number of shares of Common Stock, equal to 25% of the number of shares of Common Stock as underlying the principal amount of the Notes purchased at such Additional Closing the exercise price of which is equal to $0.01 per share. The issuance of such additional Notes and Warrants at any Additional Closing, shall be made on the terms and conditions set forth opposite in this Agreement, and the name representations and warranties of the Company set forth in Article 3 and the representations and warranties of the Purchasers in Article 4 hereof shall speak as of the date of such Purchaser on Exhibit A attached hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing. Any Notes and Warrants issued pursuant to this Section 1.2(b) and (z) any other documents required shall be deemed to be delivered pursuant to Article IV hereof. For the Initial Closing, each Purchaser shall deliver its Purchase Price “Notes” and “Warrants” for the number of Units purchased by wire transfer to the escrow account pursuant to the Closing Escrow Agreement (as hereafter defined). For Additional Closings, each Purchaser shall deliver its Purchase Price for the number of Units purchased directly to the Company. In addition, the parties acknowledge that Three Hundred Thousand Dollars ($300,000) of the Purchase Price funded on the Initial Closing Date shall be deposited in an escrow account pursuant to the General Escrow Agreement (as hereafter defined) to be used by the Company in connection with investor and public relationsall purposes under this Agreement.

Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Series D Preferred Shares for an aggregate purchase price of Four Million Dollars ($3.11 per Unit 4,000,000) (the “Purchase Price”). The Series D Preferred Shares and Warrants shall be sold and funded in separate ­ closings (each, a “Closing”). The initial closing Closing under this Agreement (the “Initial Closing”) shall take place on or about May 29, 2008 (the “Initial Closing Date”), at which the Purchasers shall purchase and the Company shall sell an aggregate of not less than 37,500 Series D Preferred Shares for the amount of not less than One Million Five Hundred Thousand Dollars ($1,500,000). Each subsequent Closing under this Agreement (each, a “Subsequent Closing”) shall take place on a date (each, a “Subsequent Closing Date”) upon the mutual agreement of the Company and any subsequent Purchaser, but in no event later than June 30, 2008 (the “Outside Closing Date”). Each subsequent Purchaser shall execute this Agreement and the other applicable Transaction Documents (as hereafter defined) in the capacity of a Purchaser and Exhibit A shall be supplemented to reflect the sale of such additional Series D Preferred Shares. At each Subsequent Closing, such subsequent Purchasers shall purchase and sale the Company shall sell an aggregate of up to 50,000 Series D Preferred Shares for $2,000,000, and by the Outside Closing Date, all of the Units to be acquired by the Purchasers from shall have purchased and the Company shall have sold (inclusive of the Series D Preferred Shares sold and Purchase Price paid at the Initial Closing) an aggregate of up to 87,500 Series D Preferred Shares for an aggregate Purchase Price of Three Million Five Hundred Thousand Dollars ($3,500,000). Notwithstanding the foregoing to the contrary, there shall be one final closing (the “Final Closing”) which shall take place within ninety (90) days following the Initial Closing Date (the “Final Closing Date”), at which Vision Opportunity Master Fund, Ltd. shall purchase and the Company shall sell an aggregate of 12,500 Series D Preferred Shares for the amount of Five Hundred Thousand Dollars ($500,000), provided that the Company has hired a chief operating officer acceptable to Vision Capital Advisors, LLC. The Initial Closing, each Subsequent Closing and the Final Closing are sometimes referred to in this Agreement as the “Closing” and the Initial Closing Date, each Subsequent Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the “Closing Date”. Each Closing under this Agreement shall take place at the offices of Guzov OfsinkXxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, LLC , 000 Xxxxxxx Xxxxxx, 00xx Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 (the “Initial Closing”) at 2:00 p.m.10:00 a.m., New York time on such 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 Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). The Purchasers and the Company acknowledge and agree that the Company may consummate the sale of additional Units to Purchasers or other purchasers, on the terms set forth in this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), at a closing or additional closings (each, an “Additional Closing”; the Initial Closing and any Additional Closing are also sometimes referred to herein as a “Closing”), all of which Additional Closings shall occur not later than June 13, 2008 (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” and the Initial Closing Date and any Additional Closing Date are also sometimes referred to herein as a “Closing Date”)time. Subject to the terms and conditions of this Agreement, at each the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Series D Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing)hereto, and (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing) and (z) any other documents required to be delivered pursuant to Article IV hereof. For At the Initial Closing, each Purchaser shall deliver its Purchase Price for the number of Units purchased by wire transfer to the escrow account pursuant to the Closing Escrow Agreement (as hereafter defined). For Additional Closings, each Purchaser shall deliver its Purchase Price for the number of Units purchased directly to the Company. In addition, the parties acknowledge that Three Hundred Thousand Dollars ($300,000) of the Purchase Price funded on the Initial Closing Date shall be deposited in an escrow account pursuant to the General Escrow Agreement (as hereafter defined) to be used designated by the Company in connection with investor and public relationsescrow agent.

Purchase Price and Closings. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement (including, without limitation, the receipt of the purchase price from each of the Purchasers), the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase purchase, those numbers of the Units for an Series B-2 Preferred Shares and Warrants set forth opposite their respective names in Schedule 1.01. The aggregate purchase price of $3.11 per Unit (the “Purchase Price”)Securities being acquired by each Purchaser at the Initial Closing and a subsequent Closing is set forth opposite such Purchaser's name in Schedule 1.01. The initial closing closings of the purchase and sale of the Units Securities to be acquired by the Purchasers from the Company under this Agreement (each a "Closing" and together, the "Closing") shall take place at the offices of Guzov OfsinkISIS Capital Management, LLC , 000 Xxxxxxx Xxxxxxxx Xxxxxx, 00xx XxxxxXxxxxxxxx, Xxx XxxxXxxxxxxxxxx, XX 00000 00000. One or more Closings shall be scheduled, with the initial Closing at 10:00 a.m. on August 4, 2004 (the “Initial Closing”) at 2:00 p.m., New York time on such 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 Initial Closing shall have been fulfilled or waived in accordance herewith (the “"Initial Closing Date”). The Purchasers " or the "Initial Closing") and the Company acknowledge and agree that final Closing no later than September 1, 2004. At each Closing, the Company may consummate the sale of additional Units will deliver an irrevocable instruction to Purchasers or other purchasers, on the terms set forth in this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), at a closing or additional closings (each, an “Additional Closing”; the Initial Closing and any Additional Closing are also sometimes referred its transfer agent to herein as a “Closing”), all of which Additional Closings shall occur not later than June 13, 2008 (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” and the Initial Closing Date and any Additional Closing Date are also sometimes referred to herein as a “Closing Date”). Subject to the terms and conditions of this Agreement, at each Closing the Company shall deliver or cause to be delivered issue to each Purchaser (x) a certificate participating in such Closing certificates for the number of Series B-2 Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto (or as such Exhibit A may be amended and will deliver to add additional purchasers at an Additional Closing), (y) its Warrants each Purchase a Warrant to purchase such the number of shares of Common Series B-2 Preferred Stock as is set forth opposite its name under the headings "Number of Series B-2 Preferred Shares" and "Number of Warrants" in Schedule 1.01, registered in such Purchaser's name of such Purchaser on Exhibit A attached hereto (or as such Exhibit A may be amended its nominee), against delivery of a check or checks payable to add additional purchasers at an Additional Closing) and (z) any other documents required the order of the Company, or a transfer of funds to be delivered pursuant to Article IV hereof. For the Initial Closing, each Purchaser shall deliver its Purchase Price for account of the number of Units purchased Company by wire transfer to transfer, representing the escrow account pursuant to the Closing Escrow Agreement (net cash consideration set forth opposite each such Purchaser's name on Schedule 1.01, as hereafter defined). For Additional Closings, each Purchaser shall deliver its Purchase Price for the number of Units purchased directly to the Company. In addition, the parties acknowledge that Three Hundred Thousand Dollars ($300,000) payment in full of the Purchase Price funded on purchase price of the Initial Closing Date shall be deposited in an escrow account pursuant to the General Escrow Agreement (as hereafter defined) to be used by the Company in connection with investor and public relationsSecurities.

Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes for an aggregate purchase price of up to $3.11 per Unit 40,000,000 (the “Purchase Price”). The initial closing At each Closing (as defined below), each Purchaser shall deliver the applicable portion of the purchase and sale Purchase Price by wire transfer of immediately available funds to the Units to be acquired by the Purchasers from the Company Company. (a) The first closing under this Agreement (the “First Closing”) shall take place on or before June 6, 2008 (the “First Closing Date”). The First Closing shall take place at the offices of Guzov OfsinkTang Capital Partners L.P. (the “Lead Purchaser”), LLC 0000 Xxxxxxxx Xxxx, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxx, Xxx XxxxXxxxx, XX 00000 (the “Initial Closing”) at 2:00 p.m., New York time on such date as the Purchasers and the Company may agree upon10:00 a.m. Pacific Standard Time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Initial First Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). The Purchasers and the Company acknowledge and agree that the Company may consummate the sale of additional Units to Purchasers or other purchasers, on the terms set forth in this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), at a closing or additional closings (each, an “Additional Closing”; the Initial Closing and any Additional Closing are also sometimes referred to herein as a “Closing”), all of which Additional Closings shall occur not later than June 13, 2008 (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” and the Initial Closing Date and any Additional Closing Date are also sometimes referred to herein as a “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at each the First Closing the Purchasers shall purchase and the Company shall issue and deliver or cause to be delivered to each Purchaser (x) a certificate Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto hereto. (b) At any time and from time to time on or as such Exhibit A may be amended prior to add additional purchasers at an Additional the first anniversary of the First Closing, each of the Purchasers shall have the option (the “Purchase Option”), (y) its Warrants in each such Purchaser’s sole discretion, to purchase such number of shares of Common Stock as is additional Notes in the aggregate amount up to the amount set forth opposite the such Purchaser’s name of such Purchaser on Exhibit A attached hereto in one or more closings (or as such Exhibit A may be amended to add additional purchasers at each an “Additional Closing) ”, and (z) any other documents required to be delivered pursuant to Article IV hereof. For along with the Initial First Closing, each Purchaser a “Closing”). The issuance of such additional Notes at any Additional Closing, shall deliver its Purchase Price for be made on the number terms and conditions set forth in this Agreement, and the representations and warranties of Units purchased by wire transfer to the escrow account Company set forth in Article 3 and the representations and warranties of the Purchasers in Article 4 hereof shall speak as of such Additional Closing. Any Notes issued pursuant to the Closing Escrow Agreement (as hereafter defined). For Additional Closings, each Purchaser shall deliver its Purchase Price for the number of Units purchased directly to the Company. In addition, the parties acknowledge that Three Hundred Thousand Dollars ($300,000this Section 1.2(b) of the Purchase Price funded on the Initial Closing Date shall be deposited in an escrow account pursuant to the General Escrow Agreement (as hereafter defined) deemed to be used by the Company in connection with investor and public relations“Notes” for all purposes under this Agreement.