Common use of Purchase Price; Form of Payment Clause in Contracts

Purchase Price; Form of Payment. The purchase price for the Debenture to be purchased by Holder hereunder shall be $1,250,000 (the “Purchase Price”). Simultaneously with the execution of this Agreement, Holder shall pay $125,000 of the Purchase Price (the “Initial Purchase Price”) by wire transfer of immediately available funds to the Company. Simultaneously with the execution of this Agreement, the Company shall deliver the Convertible Debenture (which shall have been duly authorized, issued and executed I/N/O Holder or, if the Company otherwise has been notified, I/N/O Holder’s nominee). Upon notification and verification that the Registration Statement for the Conversion Shares has been declared effective by the Securities and Exchange Commission (“Commission”), and such shares can legally be issued to Holder (such date, the “Effective Date”), Holder shall pay the Company as follows: (1) $312,500 of the Purchase Price by wire transfer of immediately available funds to the Company and, (2) the balance of $812,500 by wire to the Escrow Agent. The Escrow Agent shall release (by wire transfer to an account designated by the Company) $200,000 of such amount on the first day of each month, beginning with the second month following the Effective Date, and continuing until the full Purchase Price has been paid, provided that, at the time that any funds are to be paid by the Escrow Agent to the Company: (a) the value of the Conversion Shares remaining under the Registration Statement is at least $400,000 (calculated by multiplying the number of remaining shares registered under the Registration Statement that are available for issuance as Conversion Shares by the Volume Weighted Average Prices of the stock for the five Trading Days prior to the date that funds are to be released by the Escrow Agent), and (b) the Company has complied with all of the terms and conditions of the Debenture and this Agreement. ______________ Initials ____________ Initials Subject to the two conditions set forth in subclauses (a) and (b) immediately above, release of amounts from the Escrow to the Company following the Effective Date shall be subject to no contingency whatsoever, other than the passage of time. Further, in the event funds are not required to be disbursed from the Escrow due to the existence of the contingency provided in subclause (a) above, the Company shall not be deemed to be in default under any provision of this Agreement, the Debenture or the Registration Rights Agreement by reason of the failure to have available for issuance a sufficient number of shares registered under the Registration Statement for conversion only as to any portion of the Purchase Price not yet funded or with respect to which an adequate number of Conversion Shares are available for issuance. Upon notification and verification that the Registration Statement for the Conversion Shares has been declared effective by the Commission (such date, the “Effective Date”), and such shares can legally be issued to Holder upon payment therefore in accordance with the terms of this Agreement and the Debenture, the Company shall, concurrently with the payment to the Escrow Agent of the $812,500 Purchase Price described in the immediately preceding paragraph, deliver that number of the Company’s registered Common Shares (in 20 certificates of equal amount) equal to $2,500,000 divided by the average of the closing prices of the Company’s Common Shares for the five Trading Days prior to the Effective Date, registered in the name of Holder, to Sichenzia Xxxx Xxxxxxxx Xxxxxxxx LLP (“Escrow Agent”), who shall hold the shares in trust as a joint escrow agent for the Company and Holder. The delivery of such shares and the balance of the Purchase Price shall occur no later than five Business Days after the Effective Date. Such shares may only be released by the Escrow Agent pursuant to valid Debenture conversions notices submitted by Holder. Any shares not released to Holder for Debenture conversions shall be returned to the Company. It is understood that Holder shall not be considered the owner of the Company Common Shares held in escrow, and Holder agrees that it will not vote the shares in escrow or exercise any control whatsoever over such shares until such times as the shares are released to Holder by the Escrow Agent.

Purchase Price; Form of Payment. The purchase price for the Debenture to be purchased by Holder hereunder shall be $1,250,000 1,500,000 (the “Purchase Price”). Simultaneously with the execution of this Agreement, Holder shall pay $125,000 of the Purchase Price (the “Initial Purchase Price”) by wire transfer of $100,000 in immediately available funds to the CompanyCompany and delivery to the Company of a Secured Promissory Note in the principal amount of $1,400,000, in the form attached hereto as Exhibit A (the “Promissory Note”). Simultaneously with the execution of this Agreement, the Company shall deliver the Convertible Debenture (which shall have been duly authorized, issued and executed I/N/O Holder or, if the Company otherwise has been notified, I/N/O Holder’s nominee)) to the Holder. Upon notification and verification that Notwithstanding the Registration Statement for foregoing, only with respect to the Conversion Shares has been declared effective Promissory Note issued by the Securities and Exchange Commission (“Commission”), and such shares can legally be issued to Holder (such dateon the date hereof, the “Effective Date”), Holder shall pay make the Company as followsfollowing prepayment under the Promissory Note if the following conditions are satisfied: (1) $312,500 250,000 shall be prepaid from the outstanding principal balance of the Purchase Price by wire transfer of immediately available funds to the Company and, (2) the balance of $812,500 by wire to the Escrow Agent. The Escrow Agent shall release (by wire transfer to an account designated by the Company) $200,000 of such amount Promissory Note on the first day date that is the five month anniversary of each monththe date hereof, beginning with the second month following the Effective Date, and continuing until the full Purchase Price has been paid, provided that, at the time that any funds are to be paid by the Escrow Agent to the Company: if (a) no Event of Default (as defined in the value of the Conversion Shares remaining Debenture) has occurred under the Registration Statement is at least $400,000 (calculated by multiplying the number of remaining shares registered under the Registration Statement that are available for issuance as Conversion Shares by the Volume Weighted Average Prices of the stock for the five Trading Days prior to the date that funds are to be released by the Escrow Agent)Debenture through such date, and (b) the Company has complied with all Volume Weighted Average Price (as defined in the Debenture) per share of the terms and conditions Common Stock of the Debenture and this Agreement. ______________ Initials ____________ Initials Subject to Company for the two conditions set forth ten (10) consecutive Trading Days (as defined in subclauses (a) and (bthe Debenture) immediately abovepreceding such anniversary date is not less than $0.10 per share (as adjusted for any stock splits, release stock dividends, combinations, subdivisions, recapitalizations or the like). Any amounts so prepaid by the Holder under the terms of amounts from the Escrow to the Company following the Effective Date shall this section (i) may be subject to no contingency whatsoever, other than the passage of time. Furtherapplied, in the event funds are not sole and absolute discretion of Holder, to any other amounts that Holder may otherwise be obligated or required to be disbursed from prepay under the Escrow due to Promissory Note; and (ii) shall not impact the existence funding obligations or prepayment obligations of the contingency provided in subclause (a) above, the Company shall not be deemed to be in default Holder under any provision of this Agreement, the Debenture or the Registration Rights Agreement by reason of the failure to have available for issuance a sufficient number of shares registered under the Registration Statement for conversion only as to any portion of the Purchase Price not yet funded or with respect to which an adequate number of Conversion Shares are available for issuance. Upon notification and verification that the Registration Statement for the Conversion Shares has been declared effective by the Commission (such date, the “Effective Date”), and such shares can legally be issued to Holder upon payment therefore in accordance with the terms of this Agreement and the Second Debenture, if any, or the Company shallSecond Promissory Note, concurrently with the payment to the Escrow Agent of the $812,500 Purchase Price described if any, as otherwise set forth in the immediately preceding paragraph, deliver that number of the Company’s registered Common Shares (in 20 certificates of equal amount) equal to $2,500,000 divided by the average of the closing prices of the Company’s Common Shares for the five Trading Days prior to the Effective Date, registered in the name of Holder, to Sichenzia Xxxx Xxxxxxxx Xxxxxxxx LLP (“Escrow Agent”), who shall hold the shares in trust as a joint escrow agent for the Company and Holder. The delivery of such shares and the balance of the Purchase Price shall occur no later than five Business Days after the Effective Date. Such shares may only be released by the Escrow Agent pursuant to valid Debenture conversions notices submitted by Holder. Any shares not released to Holder for Debenture conversions shall be returned to the Company. It is understood that Holder shall not be considered the owner of the Company Common Shares held in escrow, and Holder agrees that it will not vote the shares in escrow or exercise any control whatsoever over such shares until such times as the shares are released to Holder by the Escrow Agentthis Agreement.

Purchase Price; Form of Payment. The purchase price for the Debenture to be purchased by Holder hereunder shall be $1,250,000 1,000,000 (the “"Purchase Price”"). Simultaneously with the execution of this Agreement, Holder shall pay $125,000 of the Purchase Price (the “Initial Purchase Price”) by wire transfer of $200,000 in immediately available funds to the CompanyCompany and delivery to the Company of a Secured Promissory Note in the principal amount of $800,000, in the form attached hereto as Exhibit A (the "Promissory Note"). Simultaneously with the execution of this Agreement, the Company shall deliver the Convertible Debenture (which shall have been duly authorized, issued and executed I/N/O Holder or, if the Company otherwise has been notified, I/N/O Holder’s 's nominee)) to the Holder. Upon notification and verification Notwithstanding the foregoing, only with respect to the Promissory Note issued by the Holder on the date hereof, the Holder shall make the following prepayment under the Promissory Note if the following conditions are satisfied: $75,000 shall be prepaid from the outstanding principal balance of the Promissory Note within five business days of the date that the Registration Statement for Company has received not less than $75,000 in the Conversion Shares has been declared effective by aggregate of additional equity funding from one or more executive officers of the Securities and Exchange Commission Company after the date hereof (“Commission”the "Executive Funding"), and such shares can legally be issued to Holder (such date, the “Effective Date”), Holder shall pay the Company as follows: (1) $312,500 of the Purchase Price by wire transfer of immediately available funds to the Company and, (2) the balance of $812,500 by wire to the Escrow Agent. The Escrow Agent shall release (by wire transfer to an account designated by the Company) $200,000 of such amount on the first day of each month, beginning with the second month following the Effective Date, and continuing until the full Purchase Price has been paid, provided that, at the time that any funds are to be paid by the Escrow Agent to the Company: if (a) no Event of Default (as defined in the value of the Conversion Shares remaining Debenture) has occurred under the Registration Statement is at least $400,000 (calculated by multiplying the number of remaining shares registered under the Registration Statement that are available for issuance as Conversion Shares by the Volume Weighted Average Prices of the stock for the five Trading Days prior to the date that funds are to be released by the Escrow Agent)Debenture through such date, and (b) the Company has complied with all of Executive Funding occurs in full prior to the date that is thirty days from the date hereof. Any amounts so prepaid by the Holder under the terms and conditions of the Debenture and this Agreement. ______________ Initials ____________ Initials Subject to the two conditions set forth in subclauses section (ai) and (b) immediately above, release of amounts from the Escrow to the Company following the Effective Date shall may be subject to no contingency whatsoever, other than the passage of time. Furtherapplied, in the event funds are not sole and absolute discretion of Holder, to any other amounts that Holder may otherwise be obligated or required to be disbursed from prepay under the Escrow due to the existence terms of the contingency provided in subclause Promissory Note; and (aii) above, the Company shall not be deemed to be in default impact the funding obligations or prepayment obligations of the Holder under any provision of this Agreement, the Debenture or the Registration Rights Agreement by reason of the failure to have available for issuance a sufficient number of shares registered under the Registration Statement for conversion only as to any portion of the Purchase Price not yet funded or with respect to which an adequate number of Conversion Shares are available for issuance. Upon notification and verification that the Registration Statement for the Conversion Shares has been declared effective by the Commission (such date, the “Effective Date”), and such shares can legally be issued to Holder upon payment therefore in accordance with the terms of this Agreement and the Additional Debenture, if any, or the Company shallSecond Promissory Note, concurrently with or the payment to the Escrow Agent of the $812,500 Purchase Price described Third Promissory Note, if any, as otherwise set forth in the immediately preceding paragraph, deliver that number of the Company’s registered Common Shares (in 20 certificates of equal amount) equal to $2,500,000 divided by the average of the closing prices of the Company’s Common Shares for the five Trading Days prior to the Effective Date, registered in the name of Holder, to Sichenzia Xxxx Xxxxxxxx Xxxxxxxx LLP (“Escrow Agent”), who shall hold the shares in trust as a joint escrow agent for the Company and Holder. The delivery of such shares and the balance of the Purchase Price shall occur no later than five Business Days after the Effective Date. Such shares may only be released by the Escrow Agent pursuant to valid Debenture conversions notices submitted by Holder. Any shares not released to Holder for Debenture conversions shall be returned to the Company. It is understood that Holder shall not be considered the owner of the Company Common Shares held in escrow, and Holder agrees that it will not vote the shares in escrow or exercise any control whatsoever over such shares until such times as the shares are released to Holder by the Escrow Agentthis Agreement.

Purchase Price; Form of Payment. The purchase price for the Debenture to be purchased by Holder hereunder shall be $1,250,000 1,000,000 (the “Purchase Price”), payable in accordance with the schedule set forth below. Simultaneously with the execution of this Agreement, Holder shall pay $125,000 250,000 of the Purchase Price (the “Initial Purchase Price”) by wire transfer of immediately available funds to the Company. , with the date of such payment referred to herein as the “Closing Date.” Simultaneously with the execution of this Agreement, the Company shall deliver the Convertible Debenture to the Holder (which shall have been duly authorized, issued and executed I/N/O Holder or, if the Company otherwise has been notified, I/N/O Holder’s nominee), and shall deliver to the Escrow Agent sufficient number of Conversion Shares calculated as set forth below equal in value to the Initial Purchase Price. Upon notification and verification that the Registration Statement (as defined in the 7¾% Convertible Debenture) for the Conversion Shares has been declared effective by filed with the Securities and Exchange Commission (the “Commission”), and such shares can legally be issued to Holder ) has been deemed effective by the Commission (such date, the “Effective Date”), Holder shall pay the Company as follows: (1) $312,500 of the Purchase Price by wire transfer of immediately available funds to the Company and, (2) the balance of $812,500 by wire to the Escrow Agent. The Escrow Agent shall release (by wire transfer to an account designated by the Company) $200,000 of such amount on the first day of each month, beginning with the second month following the Effective Date, and continuing until the full Purchase Price has been paid, provided that, at the time that any funds are to be paid by the Escrow Agent to the Company: (a) the value of the Conversion Shares remaining under the Registration Statement is at least $400,000 (calculated by multiplying the number of remaining shares registered under the Registration Statement that are available for issuance as Conversion Shares by the Volume Weighted Average Prices of the stock for the five Trading Days prior to the date that funds are to be released by the Escrow Agent), and (b) the Company has complied with all of the terms and conditions of the Debenture and this Agreement. ): ___________________ Initials ____________________ Initials Subject Initials (i) the Holder shall transfer the remainder of the Purchase Price to the two Escrow Agent, Thereafter, the Escrow Agent shall transfer to the Company the remainder of the Purchase Price according to the following schedule regardless of whether the Holder issues a Conversion Notice (as defined in the Debenture) to Company: $187,500 three (3) days after the Effective Date, $187,500 thirty (30) days after the Effective Date, and $375,000 sixty (60) days after the Effective Date. Notwithstanding the foregoing, the following are conditions precedent, waivable only with the prior written consent of the Holder, to any transfer by the Holder to the Escrow Agent, or by the Escrow Agent to the Company of the remaining Purchase Price funds according to the schedule set forth in subclauses above: (a) and (b) immediately above, release of amounts from the Escrow to the Company following the Effective Date shall be subject to no contingency whatsoever, other than the passage of time. Further, in the event funds are not required to be disbursed from the Escrow due to the existence value of the contingency provided in subclause (a) above, the Company shall not be deemed to be in default under any provision of this Agreement, the Debenture or the Registration Rights Agreement by reason of the failure to have available for issuance a sufficient number of shares Conversion Shares that are registered and free trading under the Registration Statement for conversion only as filed with the Commission and that are held by the Escrow Agent and not yet transferred to any portion of the Holder must at all times be equal to at least two times (2x) the remaining Purchase Price not yet funded or with respect to which an adequate (provided that the value of such registered Conversion Shares held by the Escrow Agent shall be calculated by multiplying the number of Conversion Shares are available for issuance. Upon notification and verification that under the Registration Statement for the Conversion Shares has been declared effective that are held by the Commission (such date, the “Effective Date”), and such shares can legally be issued to Holder upon payment therefore in accordance with the terms of this Agreement and the Debenture, the Company shall, concurrently with the payment to the Escrow Agent of by the $812,500 Purchase Volume Weighted Average Price described (as defined in the immediately preceding paragraph, deliver that number of the Company’s registered Common Shares (in 20 certificates of equal amountDebenture) equal to $2,500,000 divided by the average of the closing prices of the Company’s Common Shares for the five Trading Days (as defined in the Debenture) prior to the Effective Datedate that any portion of the remaining Purchase Price funds are to be transferred to the Escrow Agent or the Company, registered as applicable), and (b) the Company shall have honored any Conversion Notices submitted by Holder up to and including the date of such scheduled transfer of funds to the Company. (ii) the Company shall transfer to the Escrow Agent that number of Conversion Shares set forth under the Registration Statement filed with the Commission. (iii) the Holder shall convert a minimum of at least 25% of the face value of the Debenture per calendar month into Common Shares of the Company. In the event Holder does not convert at least 25% of the Debenture in any particular calendar month into Common Stock, the Company shall pay interest thereon to Holder according to the terms and conditions set forth in the name Debenture. If Holder converts more than 25% of Holderthe face value of the Debenture in any calendar month, to Sichenzia Xxxx Xxxxxxxx Xxxxxxxx LLP (“Escrow Agent”), who the excess over 25% shall hold be credited against the shares in trust as a joint escrow agent for next month’s minimum conversion amount. Upon receipt of Conversion Notices by the Company and Holder. The delivery Escrow Agent, the Escrow Agent shall release that number of such shares and of Common Stock held in escrow to the balance Holder equal to the dollar value of the outstanding amount of the Purchase Price shall occur no later than five Business Days after to be converted into Common Stock, as set forth in the Effective Date. Such shares may only be released Conversion Notice, divided by the Escrow Agent pursuant to valid Debenture conversions notices submitted by Holder. Any shares not released to Holder for Debenture conversions shall be returned to Conversion Price (as defined in the Company. It is understood that Holder shall not be considered the owner of the Company Common Shares held in escrow, and Holder agrees that it will not vote the shares in escrow or exercise any control whatsoever over such shares until such times as the shares are released to Holder by the Escrow AgentDebenture).

Purchase Price; Form of Payment. The purchase price for the Debenture to be purchased by Holder hereunder shall be $1,250,000 200,000 (the “Purchase Price”). Simultaneously with the execution of this Agreement, Holder shall pay $125,000 50,000 of the Purchase Price (the “Initial Purchase Price”) by wire transfer of immediately available funds to the Company. Simultaneously with the execution of this Agreement, the Company shall deliver the Convertible Debenture and the Warrants (which shall have been duly authorized, issued and executed I/N/O Holder or, if the Company otherwise has been notified, I/N/O Holder’s nominee). Upon notification and verification that the Registration Statement for the Conversion Shares (as defined below) and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) has been declared effective by filed with the Securities and Exchange Commission (the “Commission”), and such shares can legally be issued to Holder (such date, the “Effective Date”), Holder shall pay the Company as follows: (1) an additional $312,500 50,000 of the Purchase Price by wire transfer of immediately available funds to the Company and, (2) the balance of $812,500 by wire to the Escrow AgentCompany. The Escrow Agent shall release (by wire transfer to an account designated by the Company) $200,000 of such amount on the first day of each month, beginning with the second month following the Effective Date, Upon notification and continuing until the full Purchase Price has been paid, provided that, at the time verification that any funds are to be paid by the Escrow Agent to the Company: (a) the value of the Conversion Shares remaining under the Registration Statement is at least $400,000 (calculated by multiplying the number of remaining shares registered under the Registration Statement that are available for issuance as Conversion Shares by the Volume Weighted Average Prices of the stock for the five Trading Days prior to the date that funds are to be released by the Escrow Agent), and (b) the Company has complied with all of the terms and conditions of the Debenture and this Agreement. ______________ Initials ____________ Initials Subject responded to the two conditions set forth in subclauses (a) and (b) immediately above, release first round of amounts comments from the Escrow to the Company following the Effective Date shall be subject to no contingency whatsoever, other than the passage of time. Further, in the event funds are not required to be disbursed from the Escrow due to the existence of the contingency provided in subclause (a) above, the Company shall not be deemed to be in default under any provision of this Agreement, the Debenture or Commission on the Registration Rights Agreement by reason of the failure to have available for issuance a sufficient number of shares registered under the Registration Statement for conversion only as to any portion Statement, Holder shall pay an additional $50,000 of the Purchase Price not yet funded or with respect by wire transfer of immediately available funds to which an adequate number of Conversion Shares are available for issuancethe Company. Upon notification and verification that the Registration Statement for the Conversion Shares has been declared effective by the Commission (such date, the “Effective Date”), and such shares can legally be issued to Holder upon payment therefore in accordance with the terms of this Agreement and the Debenture, the Company shall, concurrently with the payment to the Escrow Agent of the $812,500 Purchase Price described in the immediately preceding paragraph, deliver that number of the Company’s registered Common Shares (in 20 certificates of equal amount) equal to $2,500,000 divided by the average of the closing prices of the Company’s Common Shares for the five Trading Days prior to the Effective Date, registered in the name of Holder, to Sichenzia Xxxx Xxxxxxxx Xxxxxxxx LLP (“Escrow Agent”), who Holder shall hold immediately pay the shares in trust as a joint escrow agent for the Company and Holder. The delivery of such shares and the balance remainder of the Purchase Price shall occur no later than five Business Days after the Effective Date. Such shares may only be released by the Escrow Agent pursuant to valid Debenture conversions notices submitted by Holder. Any shares not released to Holder for Debenture conversions shall be returned wire transfer of immediately available funds to the Company. It is understood that Holder shall not be considered the owner of the Company Common Shares held in escrow, and Holder agrees that it will not vote the shares in escrow or exercise any control whatsoever over such shares until such times as the shares are released to Holder by the Escrow Agent.

Purchase Price; Form of Payment. 1. The aggregate purchase price for the Debenture Debentures to be purchased by Holder hereunder Buyers shall be $1,250,000 2,201,165 (the “Purchase Price”). Each Buyer shall purchase the Debentures and pay their respective portion of the Purchase Price set forth in Exhibit A. 2. Simultaneously with the execution of this Agreement, Holder Buyers shall pay $125,000 that portion of the Purchase Price set forth in Exhibit A (the “Initial Purchase Price”) by cash or wire transfer of immediately available funds to the Company. Company or by the release and discharge of indebtedness of the Company to the Buyer in the form provided as Exhibit D. Simultaneously with the execution of this Agreement, the Company shall deliver the Convertible Debenture Debentures (which shall have been duly authorized, issued and executed I/N/O Holder or, if the Company otherwise has been notified, Buyer or I/N/O HolderBuyer’s nominee). Upon notification and verification ) in principal amounts equal to the Initial Purchase Price as set forth in Exhibit A. The Company shall also deliver Warrants exercisable for that number of shares of Common Stock that the Registration Statement for Debentures would be convertible into at the Initial Conversion Shares has been declared effective by Price as provided in the Securities and Exchange Commission (“Commission”)Debentures. 3. Thereafter, and such shares can legally be issued to Holder (such dateas set forth in Exhibit A, the “Effective Date”), Holder Buyers shall pay the Company as follows: (1) $312,500 of the Purchase Price by cash or send via wire transfer of immediately available funds to the Company and, (2) the balance of $812,500 by wire to the Escrow Agent. The Escrow Agent shall release (by wire transfer to an account designated by the Company) $200,000 of such amount on the first day of each month, beginning with the second month following the Effective Date, and continuing until the full unpaid Purchase Price has been paid, provided that, at the time that any funds are to be paid by the Escrow Agent to the Company: (a) the value of the Conversion Shares remaining under the Registration Statement is at least $400,000 (calculated by multiplying the number of remaining shares registered under the Registration Statement that are available for issuance as Conversion Shares by the Volume Weighted Average Prices of the stock for the five Trading Days prior to the date that funds are to be released by the Escrow Agent), and (b) the Company has complied with all of the terms and conditions of the Debenture and this Agreement. ______________ Initials ____________ Initials Subject to the two conditions set forth in subclauses (a) and (b) immediately above, release of amounts from the Escrow to the Company following the Effective Date shall be subject to no contingency whatsoever, other than the passage of time. Further, in the event funds are not required to be disbursed from the Escrow due to the existence of the contingency provided in subclause Exhibit A (a) above, the Company shall not be deemed to be in default under any provision of this Agreement, the Debenture or the Registration Rights Agreement by reason of the failure to have available for issuance a sufficient number of shares registered under the Registration Statement for conversion only as to any portion of the “Remaining Purchase Price not yet funded or with respect to which an adequate number of Conversion Shares are available for issuance. Upon notification and verification that the Registration Statement for the Conversion Shares has been declared effective by the Commission (such date, the “Effective DatePrice”), and such shares can legally be issued to Holder upon payment therefore in accordance with the terms of this Agreement and the Debenture, the Company shallshall deliver additional Debentures and Warrants (which shall have been duly authorized, concurrently with the payment to the Escrow Agent issued and executed I/N/O Buyer or I/N/O Buyer’s nominee and dated as of the $812,500 date of the monthly payment) for that portion of the Remaining Purchase Price. 4. The Remaining Purchase Price described in shall be due and payable upon satisfaction by the immediately preceding paragraph, deliver that number Company of the Company’s registered Common Shares milestones set forth in Exhibit F (the “milestones”). Xxxx Xxxxxxx, a Buyer identified in 20 certificates of equal amount) equal to $2,500,000 divided by the average of the closing prices of the Company’s Common Shares for the five Trading Days prior to the Effective Date, registered in the name of Holder, to Sichenzia Xxxx Xxxxxxxx Xxxxxxxx LLP Exhibit A (“Escrow AgentXxxxxxx”), who shall hold determine whether milestones have been met and may, in his discretion (which may be exercised in an arbitrary manner), modify the shares milestones or waive compliance with any one of them. Xxxxxxx may temporarily or permanently excuse the payment of all or a portion of the Remaining Purchase Price for the Buyers on a pro rata basis if Xxxxxxx determines in trust as a joint escrow agent his discretion that the Company does not have the cash requirements for the payment. If Xxxxxxx notifies the Company and Holder. The delivery of such shares and the balance Buyers that the payment of the Remaining Purchase Price by the Buyers should be suspended for the failure of the Company to meet a milestone as determined in Xxxxxxx’x sole and absolute discretion (which may be exercised in an arbitrary manner), then the obligations of the Buyers for the unpaid Remaining Purchase Price shall occur no later than five Business Days after the Effective Date. Such shares may only be released by the Escrow Agent pursuant to valid Debenture conversions notices submitted by Holder. Any shares not released to Holder for Debenture conversions shall be returned to the Company. It is understood that Holder suspended and shall not be considered legally enforceable by the owner Company against the Buyers until Xxxxxxx reinstates the payment obligation of the Buyers by notice to the Company Common Shares held and the Buyers. In the event the payment obligation of the Buyers is suspended and thereafter is reinstated by Xxxxxxx, the next payment obligation of the unpaid Remaining Purchase Price shall be in escrow, and Holder agrees that it will not vote thirty (30) days from notice by Xxxxxxx of the shares reinstatement of the obligation. Any subsequent payments shall be due in escrow or exercise any control whatsoever over such shares until such times the same frequency relative to the suspended payment as provided in Exhibit A for the shares are released to Holder by payments before the Escrow Agentsuspension.

Purchase Price; Form of Payment. The aggregate purchase price for the Debenture Shares and the Warrants to be purchased by Holder hereunder shall be $1,250,000 each Investor (the “Purchase Price”). Simultaneously with ) shall be the execution of this Agreementamount set forth opposite such Investor’s name in column (2) on Schedule I. On the Closing Date, Holder (i) each Investor shall pay $125,000 of the its respective Purchase Price (to the “Initial Purchase Price”) Company for the Shares and the Warrants to be issued and sold to such Investor at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions; provided however, each Bridge Investor shall pay its respective Purchase Price in full by the delivery by such Bridge Investor to the Company. Simultaneously with Company of such Bridge Investor’s Bridge Note; and provided further that if the execution principal amount of this Agreementsuch Bridge Investor’s Bridge Note is greater than such Bridge Investor’s Purchase Price and such amount in excess of such Bridge Investor’s Purchase Price is not paid by the Company on behalf of the Acquiree at Closing pursuant to Section 5.4 hereof, the Acquiree shall issue a replacement promissory note (each, a “Replacement Note” and collectively the “Replacement Notes”) on the same terms and conditions as the Bridge Note for such balance amount; and (ii) the Company shall deliver the Convertible Debenture to each Investor certificates representing (A) such aggregate number of Common Shares as is set forth opposite such Investor’s name in column (3) of Schedule I, (B) a Series A Warrant pursuant to which such Investor shall have been the right to initially acquire up to such number of Series A Warrant Shares as is set forth opposite such Investor’s name in column (4) of Schedule I and (C) a Series B Warrant pursuant to which such Investor shall have the right to initially acquire up to such number of Series B Warrant Shares as is set forth opposite such Investor’s name in column (5) of Schedule I, in all cases, duly authorized, issued and executed I/N/O Holder or, if on behalf of the Company otherwise has been notified, I/N/O Holder’s nominee). Upon notification and verification that the Registration Statement for the Conversion Shares has been declared effective by the Securities and Exchange Commission (“Commission”), and such shares can legally be issued to Holder (such date, the “Effective Date”), Holder shall pay the Company as follows: (1) $312,500 of the Purchase Price by wire transfer of immediately available funds to the Company and, (2) the balance of $812,500 by wire to the Escrow Agent. The Escrow Agent shall release (by wire transfer to an account designated by the Company) $200,000 of such amount on the first day of each month, beginning with the second month following the Effective Date, and continuing until the full Purchase Price has been paid, provided that, at the time that any funds are to be paid by the Escrow Agent to the Company: (a) the value of the Conversion Shares remaining under the Registration Statement is at least $400,000 (calculated by multiplying the number of remaining shares registered under the Registration Statement that are available for issuance as Conversion Shares by the Volume Weighted Average Prices of the stock for the five Trading Days prior to the date that funds are to be released by the Escrow Agent), and (b) the Company has complied with all of the terms and conditions of the Debenture and this Agreement. ______________ Initials ____________ Initials Subject to the two conditions set forth in subclauses (a) and (b) immediately above, release of amounts from the Escrow to the Company following the Effective Date shall be subject to no contingency whatsoever, other than the passage of time. Further, in the event funds are not required to be disbursed from the Escrow due to the existence of the contingency provided in subclause (a) above, the Company shall not be deemed to be in default under any provision of this Agreement, the Debenture or the Registration Rights Agreement by reason of the failure to have available for issuance a sufficient number of shares registered under the Registration Statement for conversion only as to any portion of the Purchase Price not yet funded or with respect to which an adequate number of Conversion Shares are available for issuance. Upon notification and verification that the Registration Statement for the Conversion Shares has been declared effective by the Commission (such date, the “Effective Date”), and such shares can legally be issued to Holder upon payment therefore in accordance with the terms of this Agreement and the Debenture, the Company shall, concurrently with the payment to the Escrow Agent of the $812,500 Purchase Price described in the immediately preceding paragraph, deliver that number of the Company’s registered Common Shares (in 20 certificates of equal amount) equal to $2,500,000 divided by the average of the closing prices of the Company’s Common Shares for the five Trading Days prior to the Effective Date, registered in the name of Holder, to Sichenzia Xxxx Xxxxxxxx Xxxxxxxx LLP (“Escrow Agent”), who shall hold such Investor or its designee. Each of the shares in trust as a joint escrow agent for Bridge Investors and the Company acknowledge and Holder. The delivery of such shares agree that immediately following the Closing, the Bridge Notes shall each be terminated or cancelled, as applicable; provided however that the Replacement Notes, if any, shall remain in full force and the balance of the Purchase Price shall occur no later than five Business Days after the Effective Date. Such shares may only be released by the Escrow Agent pursuant to valid Debenture conversions notices submitted by Holder. Any shares not released to Holder for Debenture conversions shall be returned to the Company. It is understood that Holder shall not be considered the owner of the Company Common Shares held in escrow, and Holder agrees that it will not vote the shares in escrow or exercise any control whatsoever over such shares until such times as the shares are released to Holder by the Escrow Agenteffect.

Purchase Price; Form of Payment. The purchase price for the Debenture to be purchased by Holder hereunder shall be $1,250,000 1,500,000 (the “Purchase Price”). Simultaneously with the execution of this Agreement, Holder shall pay $125,000 of the Purchase Price (the “Initial Purchase Price”) by wire transfer of $225,000 in immediately available funds to the CompanyCompany and delivery to the Company of a Secured Promissory Note in the principal amount of $1,275,000, in the form attached hereto as Exhibit A (the “Promissory Note”). Simultaneously with the execution of this Agreement, the Company shall deliver the Convertible Debenture (which shall have been duly authorized, issued and executed I/N/O Holder or, if the Company otherwise has been notified, I/N/O Holder’s nominee)) to the Holder. Upon notification and verification that Notwithstanding the Registration Statement for foregoing, only with respect to the Conversion Shares has been declared effective Promissory Note issued by the Securities and Exchange Commission Holder on the date hereof, the Holder shall make the following prepayments under the Promissory Note if the following conditions are satisfied: (“Commission”)i) $200,000 shall be prepaid from the outstanding principal balance of the Promissory Note on the date that is the three month anniversary of the date hereof, and such shares can legally be issued to Holder if (a) no Event of Default (as defined in the Debenture) has occurred under the Debenture through such date, the “Effective Date”), Holder shall pay the Company as follows: (1b) $312,500 of the Purchase Price by wire transfer of immediately available funds to the Company and, (2) the balance of $812,500 by wire to the Escrow Agent. The Escrow Agent shall release (by wire transfer to an account designated by the Company) $200,000 of such amount on the first day of each month, beginning with the second month following the Effective Date, and continuing until the full Purchase Price has been paid, provided that, at the time that any funds are to be paid by the Escrow Agent to the Company: (a) the value of the Conversion Shares remaining under the Registration Statement is at least $400,000 (calculated by multiplying the number of remaining shares registered under the Registration Statement that are available for issuance as Conversion Shares by the Volume Weighted Average Prices Price (as defined in the Debenture) per share of the stock Common Stock of the Company for the five 10 consecutive Trading Days prior to (as defined in the Debenture) immediately preceding such anniversary date that funds are to be released by is not less than $0.20 per share (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the Escrow Agentlike), and (bc) the Company has complied with all received not less than $250,000 in the aggregate of additional equity funding from one or more third party investors after the date hereof; and (ii) $225,000 shall be prepaid from the outstanding principal balance of the terms and conditions Promissory Note on the date that is the five month anniversary of the date hereof, if (x) no Event of Default (as defined in the Debenture) has occurred under the Debenture and this Agreement. ______________ Initials ____________ Initials Subject to the two conditions set forth in subclauses (a) through such date; and (by) immediately above, release the Volume Weighted Average Price per share of amounts from the Escrow to Common Stock of the Company following for the Effective Date shall 10 consecutive Trading Days immediately preceding such anniversary date is not less than $0.20 per share (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like). Any amounts so prepaid by the Holder under the terms of this section (i) may be subject to no contingency whatsoever, other than the passage of time. Furtherapplied, in the event funds are not sole and absolute discretion of Holder, to any other amounts that Holder may otherwise be obligated or required to be disbursed from prepay under the Escrow due to the existence terms of the contingency provided in subclause Promissory Note; and (aii) above, the Company shall not be deemed to be in default impact the funding obligations or prepayment obligations of the Holder under any provision of this Agreement, the Debenture or any Additional Debenture, if any, or the Registration Rights Agreement by reason of the failure to have available for issuance a sufficient number of shares registered under the Registration Statement for conversion only as to any portion of the Purchase Price not yet funded or with respect to which an adequate number of Conversion Shares are available for issuance. Upon notification and verification that the Registration Statement for the Conversion Shares has been declared effective by the Commission (such dateSecond Promissory Note, the “Effective Date”)Third Promissory Note, and such shares can legally be issued to Holder upon payment therefore or the Fourth Promissory Note, if any, as otherwise set forth in accordance with the terms this Agreement. For sake of this Agreement and the Debentureclarity, the Company shall, concurrently with the payment to the Escrow Agent of the $812,500 Purchase Price described in the immediately preceding paragraph, deliver that number of the Company’s registered Common Shares (in 20 certificates of equal amount) equal to $2,500,000 divided by the average of the closing prices of the Company’s Common Shares for the five Trading Days prior to the Effective Date, registered in the name of Holder, to Sichenzia Xxxx Xxxxxxxx Xxxxxxxx LLP (“Escrow Agent”), who shall hold the shares in trust as a joint escrow agent for the Company and Holder. The delivery of such shares and the balance of the Purchase Price shall occur no later than five Business Days after the Effective Date. Such shares may only be released by the Escrow Agent pursuant to valid Debenture conversions notices submitted by Holder. Any shares not released to Holder for Debenture conversions shall be returned to the Company. It is understood that Holder sentence shall not be considered construed to permit the owner of the Company Common Shares held in escrow, and Holder agrees to offset any prepayment made pursuant to this Article I.B. against any other prepayment that it will not vote the shares in escrow or exercise any control whatsoever over such shares until such times as the shares are released may be required to Holder by the Escrow Agent.be made pursuant to this Article I.B.

Purchase Price; Form of Payment. The aggregate purchase price for the Debenture Series C Preferred Stock and Warrants to be purchased by Holder the Purchasers hereunder shall be U.S. $1,250,000 4,960,000. At the Closing referred to in Section 1.3 below, each Purchaser (other than Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxx) (the “"Cash Purchasers") shall pay in cash the purchase price set forth next to the name of such Purchaser on the signature pages hereto (the "Cash Purchase Price”"). Simultaneously with the execution of this Agreement, Holder shall pay $125,000 of the The Cash Purchase Price (the “Initial Purchase Price”) by wire transfer of immediately available funds to the Company. Simultaneously with the execution of this Agreement, the Company shall deliver the Convertible Debenture (which shall have been duly authorized, issued and executed I/N/O Holder or, if the Company otherwise has been notified, I/N/O Holder’s nominee). Upon notification and verification that the Registration Statement for the Conversion Shares has been declared effective by the Securities and Exchange Commission (“Commission”), and such shares can legally be issued to Holder (such date, the “Effective Date”), Holder shall pay the Company as follows: (1) $312,500 of the Purchase Price paid by wire transfer of immediately available funds to the Company and, (2) the balance of $812,500 by wire to the Escrow Agent. The Escrow Agent shall release (by wire transfer to an account designated by in accordance with the Company) $200,000 of such amount on 's wire instructions set forth below. At the first day of each monthClosing, beginning with Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxx (the second month following the Effective Date, and continuing until the full Purchase Price has been paid, provided that, at the time that any funds are to be paid by the Escrow Agent to the Company: (a) the value of the Conversion Shares remaining under the Registration Statement is at least $400,000 (calculated by multiplying the number of remaining shares registered under the Registration Statement that are available for issuance as Conversion Shares by the Volume Weighted Average Prices of the stock for the five Trading Days prior to the date that funds are to be released by the Escrow Agent"Note Purchasers"), and (b) in lieu of paying the Company has complied with all of the terms and conditions of the Debenture and this Agreement. ______________ Initials ____________ Initials Subject to the two conditions set forth in subclauses (a) and (b) immediately aboveCash Purchase Price, release of amounts from the Escrow shall each deliver to the Company following a duly executed promissory note (the Effective Date shall be subject to no contingency whatsoever, other than the passage of time. Further, "Promissory Note") in the event funds are not required to be disbursed from the Escrow due aggregate principal amount set forth next to the existence name of such Note Purchaser on the signature pages hereto. Simultaneously against receipt by the Company of the contingency provided in subclause (a) aboveCash Purchase Price by the Cash Purchasers and the Promissory Note by the Note Purchasers, the Company shall not be deemed deliver to be in default under any provision of this Agreement, each Purchaser (i) the Debenture or stock certificates evidencing the Registration Rights Agreement by reason of the failure to have available for issuance a sufficient number of shares registered under of Series C Preferred Stock purchased by each Purchaser as set forth next to the Registration Statement for conversion only name of such Purchaser on the signature pages hereto, and (ii) the number of Warrants purchased by each Purchaser as set forth next to any portion the name of such Purchaser on the signature pages hereto, in each case duly executed on behalf of the Purchase Price not yet funded or with respect to which an adequate number of Conversion Shares are available for issuance. Upon notification Company and verification that the Registration Statement for the Conversion Shares has been declared effective by the Commission (such date, the “Effective Date”), and such shares can legally be issued to Holder upon payment therefore in accordance with the terms of this Agreement and the Debenture, the Company shall, concurrently with the payment to the Escrow Agent of the $812,500 Purchase Price described in the immediately preceding paragraph, deliver that number of the Company’s registered Common Shares (in 20 certificates of equal amount) equal to $2,500,000 divided by the average of the closing prices of the Company’s Common Shares for the five Trading Days prior to the Effective Date, registered in the name of Holder, to Sichenzia Xxxx Xxxxxxxx Xxxxxxxx LLP (“Escrow Agent”), who shall hold the shares in trust as a joint escrow agent for the Company and Holder. The delivery of such shares and the balance of the Purchase Price shall occur no later than five Business Days after the Effective Date. Such shares may only be released by the Escrow Agent pursuant to valid Debenture conversions notices submitted by Holder. Any shares not released to Holder for Debenture conversions shall be returned to the Company. It is understood that Holder shall not be considered the owner of the Company Common Shares held in escrow, and Holder agrees that it will not vote the shares in escrow or exercise any control whatsoever over such shares until such times as the shares are released to Holder by the Escrow Agenteach Purchaser.