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, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants for the aggregate purchase price specified on Exhibit A attached hereto (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each a “Closing”) shall take place on a date and time agreed to by the Company and the Shareholders closing on such date, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”. Each Closing shall take place at the offices of counsel to the Placement Agent. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, and (y) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Purchaser shall deliver its Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement 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, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants for the aggregate purchase price specified on Exhibit A attached hereto (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale number of Shares and Warrants set forth opposite their respective names on Exhibit A. The Securities shall be sold and funded in a closing (the Warrants (each a “Closing”) that shall take place on a date and time agreed to by the Company and the Shareholders closing on such dateor about December 3, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 2009 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”); provided, however, that in the event that the Company receives an aggregate Purchase Price of less than One Million Dollars at the Closing, it may hold one or more additional closings until it has received the maximum aggregate Purchase Price pursuant to Section 1.1(a) above. Each The Closing shall take place at the offices of counsel the Company, 00 Xxxxx Xxxxxxx, Xxxxxxxx, XX 00000; provided, that all of the conditions set forth in Article IV hereof and applicable to the Placement AgentClosing shall have been fulfilled or waived in accordance herewith. Subject At the Closing and upon receipt by the Company of the appropriate purchase price from each Purchaser (i.e., a purchase price equal to the terms and conditions number of this AgreementShares to be purchased by such Purchaser multiplied by the Per Share Purchase Price), at the Closing the Company shall deliver or cause to be delivered to each such Purchaser (x) a certificate for the number of Shares and Warrants 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 (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Each Purchaser shall deliver each of the documents required to be delivered by it pursuant to Article IV hereof as well as its portion of the Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement 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, and the Purchasers, severally but not jointly, agree to purchase the number of Shares and the Warrants for the aggregate purchase price specified set forth opposite their respective names on Exhibit A attached hereto A. The Shares and Warrants shall be sold and funded in two separate closings (each, a “Closing”). The initial Closing under this Agreement (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each a “Initial Closing”) shall take place on a date or about June 26, 2008 (the “Initial Closing Date”) and time agreed to by shall be funded in the amount of Three Million Dollars ($3,000,000). The second Closing under this Agreement (the “Second Closing”) shall take place upon the mutual agreement of the Company and the Shareholders closing on such dateany subsequent Purchaser, but in no Closing shall take place event later than November 15July 26, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 2008 (the “Offering PeriodSecond Closing Date”), and shall be funded in the amount of One Million Dollars ($1,000,000). 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 Shares and Warrants. The date on which a Initial Closing takes place is Date and the Second Closing Date are sometimes referred to in this Agreement as a the “Closing Date”. Each Closing under this Agreement shall take place at the offices of counsel Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, provided, that all of the conditions set forth in Article IV hereof and applicable to such Closing shall have been fulfilled or waived in accordance herewith. At each Closing and upon receipt by the Company of the appropriate purchase price from each Purchaser (i.e., a purchase price equal to the Placement Agent. Subject number of Shares to be purchased by such Purchaser multiplied by the terms and conditions of this AgreementPer Share Purchase Price), at the Closing the Company shall deliver or cause to be delivered to each such Purchaser (x) a certificate for the number of Shares and Warrants 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 (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Each Purchaser shall deliver each of the documents required to be delivered by it pursuant to Article IV hereof as well as its portion of the Purchase Price by wire transfer to an escrow account maintained designated by Signature Bank, as the escrow agent (the “Escrow Agent”), pursuant prior to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”)each Closing.

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, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants for the aggregate purchase price specified on Exhibit A attached hereto (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale number of Shares and Warrants set forth opposite their respective names on Exhibit A. The Securities shall be sold and funded in a closing (the Warrants (each a “Closing”) that shall take place on a date and time agreed to by the Company and the Shareholders closing on such dateor about November 13, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 2009 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”); provided, however, that in the event that the Company receives an aggregate Purchase Price of less than Three Million Dollars at the Closing, it may hold one or more additional closings until it has received the maximum aggregate Purchase Price pursuant to Section 1.1(a) above. Each The Closing shall take place at the offices of counsel the Company, 00 Xxxxx Xxxxxxx, Xxxxxxxx, XX 00000; provided, that all of the conditions set forth in Article IV hereof and applicable to the Placement AgentClosing shall have been fulfilled or waived in accordance herewith. Subject At the Closing and upon receipt by the Company of the appropriate purchase price from each Purchaser (i.e., a purchase price equal to the terms and conditions number of this AgreementShares to be purchased by such Purchaser multiplied by the Per Share Purchase Price), at the Closing the Company shall deliver or cause to be delivered to each such Purchaser (x) a certificate for the number of Shares and Warrants 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 (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Each Purchaser shall deliver each of the documents required to be delivered by it pursuant to Article IV hereof as well as its portion of the Purchase Price by wire transfer to an escrow account maintained designated by Signature Bank, as the escrow agent (prior to the “Escrow Agent”), pursuant Closing. The Company may also accept certain non-cash consideration or cash consideration delivered directly to an escrow agreement (the “Escrow Agreement”) by and among the Company, as agreed upon between the Escrow Agent Company and Aegis Capital Corp. (the “Placement Agent”)any Purchaser and set forth on Exhibit A hereto.

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, and the Purchasers, severally but not jointly, agree to purchase the Preferred Shares and the Warrants for the an aggregate purchase price specified on Exhibit A attached hereto of $10,000,000 (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each The closing of the purchase and sale of the Preferred Shares and the Warrants (each a “Closing”) shall take place on a date and time agreed to be acquired by the Company and the Shareholders closing on such date, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by Purchasers from the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in under this Agreement as a “Closing Date”. Each Closing shall take place at the offices of counsel Leser, Hunter, Taubman & Taubman, 10 Xxxxx Xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before October 31, 2007; provided, that all of the conditions set forth in Article IV hereof and applicable to the Placement AgentClosing 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 in writing signed by the Company and the Purchasers (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, (y) 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 (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to As of the Closingdate hereof, the Purchaser shall deliver its Purchase Price by wire transfer to has been deposited into an escrow account maintained with Leser, Hunter, Taubman & Taubman, pursuant to the Escrow Agreement, dated September 17, 2007, by Signature Bankand among Xi’an Baorun Industrial Development Co., Ltd., Vision Opportunity Master Funds, LP and Leser, Hunter, Taubman & Taubman, as escrow agent (agent. On the “Closing Date, the parties to the Escrow Agent”), pursuant Agreement shall issue instructions to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (Shall to disburse such funds to the “Placement Agent”)Company.

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, and the Purchasers, severally but not jointly, agree to purchase the Shares Notes and the Warrants for the an aggregate purchase price specified on Exhibit A attached hereto of up to Two Million Dollars ($2,000,000) (the “"Purchase Price”"). There may The Notes and Warrants shall be one or more Closings sold and funded in four separate closings (as defined beloweach, a "Closing" and collectively, the "Closings"). The initial Closing under this Agreement (the "Initial Closing") pursuant shall be funded in an amount equal to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing twenty-five percent (25%) of the sale of Shares aggregate Purchase Price hereunder and the Warrants (each a “Closing”) shall take place on a date or about December 4, 2006 (the "Initial Closing Date"). The second Closing under this Agreement (the "Second Closing") shall be funded in an amount equal to twenty-five percent (25%) of the aggregate Purchase Price hereunder and time agreed to by the Company and the Shareholders closing on such date, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 five (5) business days following the date that the Company files the Proxy Statement (as defined in Section 3.19 hereof) with the Securities and Exchange Commission (the “Offering Period”"Commission") (the "Second Closing Date"). The third Closing under this Agreement (the "Third Closing") shall be funded in an amount equal to twenty-five percent (25%) of the aggregate Purchase Price hereunder and shall take place no later than five (5) business days following the date on which a that the Company's stockholders approve the Reverse Split (as defined in Section 3.19 hereof) and the Share Increase (as defined in Section 3.19 hereof) and the Company files the Charter Amendment (as defined in Section 3.19 hereof) effecting the Share Increase (the "Third Closing takes Date"). The final Closing under this Agreement (the "Final Closing") shall be funded in an amount equal to twenty-five percent (25%) of the aggregate Purchase Price hereunder and shall take place is no later than five (5) business days following the date that the Commission declares the initial registration statement (the "Registration Statement") providing for the resale of the Conversion Shares and the Warrant Shares pursuant to the terms of the Registration Rights Agreement (as defined in Section 2.1(b)) effective (the "Final Closing Date"). The Initial Closing Date, the Second Closing Date, the Third Closing Date and the Final Closing Date are sometimes referred to in this Agreement as a “the "Closing Date”". Each Closing under this Agreement shall take place at the offices of counsel Kramer Levin Naftalis & Frankxx XXX, 0000 Xxxxxx xf txx Xxxxicas, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x. Xxx Xxxx xxxx; provided, that all of the conditions set forth in Article IV hereof and applicable to the Placement Agentsuch Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at the or prior to each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Notes for the number of Shares and Warrants principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the each Closing, the each Purchaser shall deliver its Purchase Price by wire transfer to an the escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. Deposit Agreement (the “Placement Agent”as hereafter defined).

Purchase Price and Closings. Subject The consummation of the transactions contemplated hereby in respect of the Notes to be issued in the terms and conditions hereof, principal amount of the Company agrees to issue and sell to the Purchasers and, Tranche A Purchase Price (as defined in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants for the aggregate purchase price specified on Exhibit A attached hereto hereto) (the “Tranche A Closing”) shall take place on the first business day following the Company’s receipt of the Tranche A Purchase PricePrice in full in immediately available funds pursuant to the escrow agreement, in substantially the form attached hereto as Exhibit C (the “PRC Escrow Agreement”), it being understood, acknowledged and agreed that the Investors shall pay such Tranche A Purchase Price to the Company no later than December 18, 2009. There may The consummation of the transactions contemplated hereby in respect of the Notes to be one or more Closings issued in the principal amount of the Tranche B Purchase Price (as defined belowin Exhibit A hereto) pursuant to this Agreement(the “Tranche B Closing” and, each at a date and time to be agreed upon by together with the Company and Tranche A Closing, the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each “Closings” and, each, a “Closing”) shall take place on a the first business day following the Company’s receipt of the Tranche B Purchase Price in full in immediately available funds pursuant to the escrow agreement, in substantially the form attached hereto as Exhibit D (the “U.S. Escrow Agreement”) and, together with this Agreement, the Notes and the PRC Escrow Agreement, the “Transaction Documents”), it being understood, acknowledged and agreed that the Investors shall pay such Tranche B Purchase Price to the Company no later than the first business day following the completion of the audit of the Company’s financial statements (the “Audit Completion”) in connection with the Share Exchange (as defined below). For all purposes, each Closing shall be deemed to have occurred at 10:00 a.m., New York City time, or such later date and time as may be mutually agreed to upon by the Company and the Shareholders closing on such dateInvestor, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”. Each Closing shall take place at the offices of counsel to the Placement Agent. Subject to the terms and conditions of this AgreementXxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto0000 Xxxxxx xx xxx Xxxxxxxx, and (y) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the ClosingXxx Xxxx, the Purchaser shall deliver its Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”)Xxx Xxxx 00000.

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, and the Purchasers, severally but not jointly, agree to purchase the number of Shares and the Warrants for the aggregate purchase price specified set forth opposite their respective names on Exhibit A attached hereto (the “Purchase Price”). There may A. The Securities shall be sold and funded in one or more Closings closings (as defined below) pursuant to this Agreementeach, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each a “Closing”) ), the first of which shall take place on a date and time agreed to by the Company and the Shareholders closing on such date, but no Closing shall take place later than or about November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 155, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”). Each Closing shall take place at the offices of counsel the Company, 00 Xxxxx Xxxxxxx, Xxxxxxxx, XX 00000; provided, that all of the conditions set forth in Article IV hereof and applicable to the Placement AgentClosing shall have been fulfilled or waived in accordance herewith. Subject At the Closing and upon receipt by the Company of the appropriate purchase price from each Purchaser (i.e., a purchase price equal to the terms and conditions number of this AgreementUnits to be purchased by such Purchaser multiplied by the Per Unit Purchase Price), at the Closing the Company shall deliver or cause to be delivered to each such Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, (y) 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 (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Each Purchaser shall deliver each of the documents required to be delivered by it pursuant to Article IV hereof as well as its portion of the Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement 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 Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree Purchaser agrees to purchase the number of Preferred Shares set forth opposite Purchaser’s name on Exhibit A. Purchaser acknowledges that the sale of Preferred Shares to Purchaser is part of an offering of such securities and that there will be other purchasers of Preferred Shares in that offering, in each case pursuant to terms of this Agreement or agreements with terms and conditions substantially the same as this Agreement and provided that each such purchaser of Preferred Shares executes a signature page thereto and to each of the other Transaction Documents (as defined in Section 2.1(b) hereof) to which said purchasers are a party, and thereby agrees to be bound by and subject to the terms and conditions hereof and thereof. The Company may accept or reject any subscription for Preferred Shares, including Purchaser’s. The initial Closing under this Agreement (the “Initial Closing”) shall take place on or about December __, 2009, or as soon thereafter as the Company has identified purchasers (including Purchaser) to invest at least $2,600,000 in the Preferred Shares (excluding any Purchase Price paid by cancellation of Company debt) and all other conditions to closing have been satisfied or waived (the “Initial Closing Date”). Each subsequent Closing (each, a “Subsequent Closing”) shall take place upon the mutual agreement of the Company and the Warrants for purchasers participating in such Subsequent Closing, but in no event later than sixty (60) days from the Initial Closing Date (each, a “Subsequent Closing Date”); provided, however, that the parties may mutually agree to extend the Subsequent Closing Date beyond the sixty-day period. The maximum aggregate purchase price specified on Exhibit A attached hereto paid at all closings for purchases of the Preferred Shares (including by cancellation of Company debt) will be $30,000,000 (the aggregate of all such purchase prices paid at any Closing, the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each a “Closing”) shall take place on a date and time agreed to by the Company and the Shareholders closing on such date, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in under this Agreement as a “Closing Date”. Each Closing shall take place at the offices of counsel to the Placement AgentDurham Xxxxx & Xxxxxxx, P.C., 000 Xxxx Xxxxxxxx, Xxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000 at 10:00 a.m., Mountain Time, or at such other time and place as may be mutually agreed upon. 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 purchaser participating in such Closing (x) a certificate for the number of Preferred Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, acquired by said purchaser and (y) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the each Closing, the Purchaser each purchaser shall deliver cause its Purchase Price to be delivered by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, net of wire and bank fees. Wire instructions will be provided separately by the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”)Company following receipt of this Agreement duly executed by Purchaser.

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, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants for the aggregate purchase price specified on Exhibit A attached hereto (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale number of Shares and Warrants set forth opposite their respective names on Exhibit A. The Securities shall be sold and funded in a closing (the Warrants (each a “Closing”) that shall take place on a date and time agreed to by the Company and the Shareholders closing on such date, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15or about February 9, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “"Closing Date”); provided, however, that in the event that the Company receives an aggregate Purchase Price of less than Three Million Dollars at the Closing, it may hold one or more additional closings until it has received the maximum aggregate Purchase Price pursuant to Section 1.1(a) above. Each The Closing shall take place at the offices of counsel the Company, 00 Xxxxx Xxxxxxx, Xxxxxxxx, XX 00000; provided, that all of the conditions set forth in Article IV hereof and applicable to the Placement AgentClosing shall have been fulfilled or waived in accordance herewith. Subject At the Closing and upon receipt by the Company of the appropriate purchase price from each Purchaser (i.e., a purchase price equal to the terms and conditions number of this AgreementShares to be purchased by such Purchaser multiplied by the Per Share Purchase Price), at the Closing the Company shall deliver or cause to be delivered to each such Purchaser (x) a certificate for the number of Shares and Warrants 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 (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Each Purchaser shall deliver each of the documents required to be delivered by it pursuant to Article IV hereof as well as its portion of the Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”).