Common use of Purchase Price and Closing Clause in Contracts

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The 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 Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (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 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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers Subscriber 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 Subscriber agrees to purchase (i) at the Units Initial Closing, 1,500,000 shares of Common Stock at a price of $5.00 per share for an aggregate purchase price of up to $10,000,000 7,500,000 (the “Offering AmountInitial Purchase Price”)) and (ii) at the Additional Closing, 1,300,000 shares of Common Stock at a price of $5.00 per Unit share for an aggregate purchase price of $4.00 per Unit 6,500,000 (the “Additional Purchase Price” and together with the Initial Purchase Price, the “Purchase Price”). The initial closing (the “Initial Closing”) of the purchase and sale of the Units shares of Common Stock and the Warrants to be acquired by the Purchasers Subscriber from the Company under this Agreement shall take place at is contingent upon the offices substantially concurrent consummation of Xxxxxx & Jaclinthe Transactions, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 as provided by the Business Combination Agreement. Upon written notice from (or on behalf of) the Company to the Subscriber (the “ClosingClosing Notice”). Subject ) that the Company reasonably expects all (i) conditions to the terms and conditions set forth in this Agreement, the date and time consummation of the Closing shall Transactions to be the Closing Date satisfied and (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the ii) conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith herewith, on a date that is not less than ten (10) days from the date of the Closing Notice, Subscriber shall deliver to the Company, at least two (2) business days prior to the scheduled closing date specified in the Closing Notice, to be held in escrow until the date of the Initial Closing (the “Initial Closing Date”), the Initial Purchase Price for the Securities by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, which at the Closing will be released to the Company against delivery by the Company promptly after the Closing to Subscriber of the Securities in book-entry form (or in certificated form if indicated by Subscriber on Subscriber’s signature page hereto), free and clear of any liens or other restrictions (other than those arising under this Agreement or applicable securities laws). At the Initial Closing, the Company shall deliver to the Subscriber written notice from the Company’s transfer agent evidencing the issuance to Subscriber of the Securities on and as of the Closing Date. After the Initial Closing, the Company and the Subscriber shall conduct an additional closing (the “Additional Closing” and, together with the Initial Closing, a “Closing” and the date of the Additional Closing, the “Additional Closing Date”) as soon as reasonable practicable following, and in any event within 3 Business Days of, the earlier of (i) the date on which the Registration Statement registering all of the Registrable Securities is declared effective by the Commission and (ii) the three month anniversary of the Initial Closing Date. At the Additional Closing, the Company shall deliver to the Subscriber written notice from the Company’s transfer agent evidencing the issuance to Subscriber of the Securities on and as of the Closing Date. Subject to all conditions to Closing having been satisfied or waived, each Closing shall take place at such time and place as the parties shall agree (a “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 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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to Eight Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 8,000,000) (the “Purchase Price”). The closing of the purchase and sale of the Units Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Kxxxxx Xxxxx Xxxxxxxx & Jaclin, Fxxxxxx LLP, 000 Xxxxx 0 Xxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before December 8, 2006; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Notes for the number of Preferred Shares 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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)agent.

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price number of up to $10,000,000 Preferred Shares and Series E-1 Shares and/or Common Shares set forth opposite their respective names on Exhibit A. The Preferred Shares may be funded in multiple closings under this Agreement, with each closing being defined as the “Closing”. An initial Closing under this Agreement (the “Offering AmountInitial Closing”)) shall take place on December 31, at a per Unit purchase price of $4.00 per Unit 2008 (the “Purchase PriceInitial Closing Date”) and shall be funded in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000). The closing of Any additional Closings shall each be defined as the purchase and sale of the Units to be acquired by the Purchasers from the Company “Additional Closing.” Each Closing under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))Company, provided, that all of the conditions set forth in Article IV hereof and applicable to the such Closing shall have been fulfilled or waived in accordance herewith herewith. At each Closing and upon receipt by the Company of the appropriate purchase price from each Purchaser (the “Closing Date”). Subject i.e., a purchase price equal to the terms and conditions number of this AgreementPreferred Shares 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 Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such a certificate for the number of shares of Common Stock as is Series E-1 Shares set forth opposite the name of such Purchaser on Exhibit A attached hereto and/or a certificate for the number of Common Shares set forth opposite the name of such Purchaser on Exhibit A and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each 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 the escrow account pursuant Company prior to the Escrow General Agreement (as hereafter defined)each Closing.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to Six Million Dollars ($10,000,000 6,000,000) (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “"Purchase Price”"). The Company acknowledges and agrees that a portion of the Purchase Price (not to exceed $500,000) to be delivered by SDS Capital Group SPC, LTD ("SDS")hereunder may be paid by exchanging outstanding shares of the Company's Series B Convertible Preferred Stock held by SDS in the amounts set forth on Exhibit A attached hereto. The closing of the purchase and sale of the Units Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “"Closing”). Subject to the terms and conditions set forth in this Agreement") at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before February 23, 2006; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Notes for the number of Preferred Shares 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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and the Warrants for an aggregate purchase price of up to Five Million Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 5,000,000) (the “Purchase Price”). The closing of the purchase and sale of the Units Notes and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Sadis & Jaclin, Gxxxxxxx LLP, 000 500 Xxxxx 0 Xxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (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 its Notes for the number of Preferred Shares 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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant Company. In addition, the parties acknowledge that Thirty Five Thousand ($35,000) of the Purchase Price funded on the Closing Date shall be deducted by the Purchase Price from the total amount otherwise payable to the Escrow General Agreement (as hereafter defined)Company, and paid over to counsel for the Purchasers in payment of reasonable legal fees and out of pocket expenses of the Purchasers’ counsel.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointlyjointly with respect to the amounts set forth opposite the name of each such Purchaser respectively on Exhibit A, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 700,000 (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclinand Xxxxx, LLP, 000 Xxxxx 0 1221 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before March 24, 2010; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units UNITS for $100,000.00 per Unit (the “Unit Price”) for an aggregate purchase price of up to $10,000,000 6,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (amount paid by each Purchaser is referred herein as the “Purchase Price”). The Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement UNITS shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxxxx Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLP (the “Closing”). Subject ) by the earlier to the terms and conditions set forth in this Agreement, the date and time occur of (a) completion of the $4,000,000 ( the “Minimum Offering Amount”) and receipt by the Escrow Agent (as defined in the Escrow Deposit Agreement) of the Minimum Offering Amount, or (b) by 5:00 pm (EDT) on or before December 26, 2014 ( the “Initial Closing shall Date”); or by the earlier of (a) completion of the sale of all UNITS included in the Maximum Offering (subject to increase to cover over-allotments, if any), or (b) by 5:00 pm (EDT) on December 31, 2014 ( the “Final Closing Date”) which can be further extended up to 30 days by the Closing Date (or such later date as is mutually agreed to by mutual agreement of the Company and Newbridge Securities Corporation the Placement Agent if the sale of all UNITS in the Maximum Offering has not been completed by December 31, 2014 (the “Placement AgentFinal Closing Date”)), provided, that all of collectively with the conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (Date are sometimes referred herein as 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 Notes in the number of Preferred Shares amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such that number of shares of Common Stock Shares as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV 4 hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Subscription Agreement and Escrow General Deposit Agreement (as such terms are hereafter defined). Subject to Section 7.16(b), the Company may also, in its sole discretion, terminate the offering and the Company and TriPoint Global Equities, LLC (the “Placement Agent”) would then notify the Escrow Agent to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for $25,000.00 per Unit (the “Unit Price”) for an aggregate purchase price of up to $10,000,000 10,000,000, including the over-allotment options, (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (amount paid by each Purchaser is referred herein as the “Purchase Price”). The Subject to all conditions to closing being satisfied or waived, the 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 Xxxxxx & Jaclin, LLP, 000 Xxxxxxx Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLP (the “Closing”). Subject ) by the earlier to the terms and conditions set forth in this Agreement, the date and time occur of (a) completion of the $3,000,000 (the “Minimum Offering Amount”) and receipt by the Escrow Agent (as defined in the Escrow Deposit Agreement) of the Minimum Offering Amount, or (b) by 5:00 pm (EDT) on September [ ], 2015 (the “Initial Closing shall Date”); or by the earlier of (a) completion of the sale of all Units included in the Maximum Offering (subject to increase to cover over-allotments, if any), or (b) by 5:00 pm (EDT) on September [ ], 2015 (the “Final Closing Date”) which can be further extended up to 30 days by the Closing Date (or such later date as is mutually agreed to by mutual agreement of the Company and Newbridge Securities Corporation the Placement Agent if the sale of all Units in the Maximum Offering has not been completed by September [ ], 2015 (the “Placement Agent”))Final Closing Date, provided, that all of collectively with the conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (Date are sometimes referred herein as 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 Notes in the number of Preferred Shares amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV 4 hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Subscription Agreement and Escrow General Deposit Agreement (as such terms are hereafter defined). Subject to Section 7.18, the Company and Tripoint may also, by mutual agreement, terminate the offering and the Company and TriPoint Global Equities, LLC (the “Placement Agent”) would then notify the Escrow Agent to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to Thirty Million Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 30,000,000) (the “Purchase Price”). The closing of the purchase and sale of the Units Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Kxxxxx Xxxxx Xxxxxxxx & Jaclin, Fxxxxxx LLP, 000 Xxxxx 0 Xxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before August 22, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Note for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents deliveries as required to be delivered pursuant to by Article IV hereofIV. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and the Warrants for an aggregate purchase price of up to two million ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 2,000,000.00) dollars (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about March 31, 2010 (the Units to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of Xxxxxx & JaclinVision Opportunity Master Fund, LLPLtd., 000 Xxxxx 0 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxxxx 000Xxx Xxxx, XxxxxxxxxXxx Xxxx 00000 at 10:00 a.m., XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. 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 its Notes for the number of Preferred Shares 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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 5,500,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “"Purchase Price”"). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Kramer Levin Naftalxx & JaclinXxxxxxx XXX, LLP0007 Axxxxx xf the Xxxxxxxx, 000 Xxxxx 0 XxxxxXxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreementxxx "Xxxxxxx") xx 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (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 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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an that number of Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price of up to $10,000,000 the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A (the “Offering Amount”)for each such Purchaser, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price” and collectively referred to as the “Purchase Prices”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement Preferred Shares and Warrants shall take place at the offices of Xxxxxx Kxxxxx Xxxxx Xxxxxxxx & Jaclin, Fxxxxxx LLP, 000 Xxxxx 0 Xxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to ) at 1:00 p.m. (eastern time) or at such other time and place as the terms Purchasers and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (may agree upon, upon the “Placement Agent”)), provided, that all satisfaction of each of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) a stock certificate for representing the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents deliveries as required by Article IV. Funding with respect to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser Closing shall deliver its Purchase Price take place by wire transfer of immediately available funds on or prior to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Closing Date.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 21,500,000 (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Loeb & Jaclin, Loeb LLP, 000 Xxxxx 0 XxxxxXxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that (i) all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith and (ii) the Purchase Price has been deposited in escrow, in accordance the terms of the Escrow Agreement (the “Closing Date”). In no event shall the Closing take place until the total Purchase Price has been deposited in the escrow account; provided, however, that if the Company receives prior written instructions from Vision to consummate the transactions contemplated by this Agreement prior to receipt of the total Purchase Price, the Closing shall occur subject to the per share Purchase Price adjustments as determined in accordance with Section 1.6 hereof. 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 set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock and Series B Shares, as the case may be, as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined). In addition, the parties acknowledge that Five Hundred Thousand Dollars ($500,000) of the Purchase Price funded on the Closing Date shall be deposited into a separate escrow account pursuant to the Investor and Public Relations Escrow Agreement (as hereinafter defined) to be used by the Company in connection with investor and public relations and securities law compliance, in accordance with Section 3.20 hereof.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 24,000,000 (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (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 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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined). In addition, the parties acknowledge that Seven Hundred Fifty Thousand Dollars ($750,000) of the Purchase Price funded on the Closing Date shall be deposited in a separate escrow account with a separate escrow agent to be used by the Company in connection with investor and public relations and securities law compliance, including related legal fees and legal fees relating to minor post-closing corporate matters in the British Virgin Islands, in accordance with Section 3.21 hereof.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and the Warrants for an aggregate purchase price of up to six million ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 6,000,000) dollars (the “Purchase Price”). The closing initial Closing under this Agreement (the “Initial Closing”) shall take place on or about November 29, 2007 (the “Initial Closing Date”). The subsequent closings under this Agreement referred to in Exhibit A shall take place upon the mutual agreement of the purchase Issuers and sale the Purchasers participating in such Subsequent Closing, on or about March 3, 2008 (the “Second Closing”) and June 1, 2008 (the “Final Closing”) (each of the Units Second Closing and Final Closing, a “Subsequent Closing” and the date of any such Subsequent Closing, a “Subsequent Closing Date”). Each of the Initial Closing and each Subsequent Closing are sometimes referred to be acquired by in this Agreement as a “Closings” and the Purchasers from date of any such closing, the Company “Closing Date”. Each Closing under this Agreement shall take place at the offices of Xxxxxx Sadis & Jaclin, Xxxxxxxx LLP, 000 Xxxxx 0 Xxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx, XxxxxxxxxXxx Xxxx 00000 at 10:00 a.m., XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the such Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. 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 its Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A heretohereto applicable for such 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 applicable for such Closing and (z) any other documents required to be delivered pursuant to Article IV hereof. At the each Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to the escrow account pursuant Company. In addition, the parties acknowledge that up to Thirty Five Thousand ($35,000) dollars of the Purchase Price funded on the Initial Closing Date and up to Seven Thousand Five Hundred ($7,500) dollars of the Purchase Price funded on each Subsequent Closing Date (assuming such counsel is not required to make any material changes to the Escrow General Agreement (as hereafter defined)Transaction Documents in connection with such Subsequent Closings) shall be deducted by the Purchase Price from the total amount otherwise payable to the Company, and paid over to counsel for the Purchasers in payment of reasonable legal fees and out of pocket expenses of the Purchasers’ counsel.

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price number of up Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A. The Company shall be entitled to $10,000,000 issue and sell such number of Shares and Warrants to Purchasers at one or more closings (each, a "Closing") consummated prior to the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing filing of the purchase and sale registration statement providing for the resale of the Units Shares and the Warrants Shares, in each case pursuant to the terms of this Agreement and provided that each such Purchaser executes a signature page hereto and to each of the other Transaction Documents (as defined in Section 2.1(b) hereof) to which the Purchasers are a party, and thereby agrees to be acquired bound by and subject to the Purchasers from terms and conditions hereof and thereof Each date on which a Closing takes place under the Company under terms of this Agreement shall be deemed to be a "Closing Date". Each Closing shall take place at the offices of Xxxxxx Kramer Levin Naftalis & JaclinXxxxxxx XXX, LLP0000 Xxxnue xx xxx Amerixxx, 000 Xxxxx 0 XxxxxXxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later xx xxxx xxxx xxx xx xxxh date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”))may agree upon but in no event later than February 15, 2007, provided, that all of the conditions set forth in Article IV hereof and applicable to the each Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this AgreementAt each Closing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xi) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares as is set forth opposite the name of such Purchaser on Exhibit A heretoA, (yii) its Warrants 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 (ziii) any other documents deliveries as required to be delivered pursuant to by Article IV hereofIV. At the each Closing, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price number of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). Shares and Warrants set forth opposite their respective names on Exhibit A. The closing of the purchase and sale of the Units Shares and Warrants, in each case, to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Kramer Levin Naftalis & Jaclin, Frankel LLP, 000 Xxxxx 0 Xxxxx1177 Avenue of the Americas, Xxxxx 000New Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the thx "Xxxxing") xx xxxx xxxx xxx xx xxxx xxxx xx xxx Xxxxxxxxxx xxx xhe Company and Newbridge Securities Corporation may agree upon (the “Placement Agent”)"Closing Date"), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the Closing the The Company shall deliver or cause to be delivered to each Purchaser (xi) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares as is set forth opposite the name of such Purchaser on Exhibit A heretowithin three (3) Trading Days (as defined in Section 3.10 hereof) following the Closing, (yii) its Warrants 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 within three (3) Trading Days following the Closing, and (ziii) any other documents deliveries as required to be delivered pursuant to by Article IV hereofat the Closing. At the Closing, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the PurchasersPurchaser, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 5,000,000 (the “Maximum Offering Amount”), at a per Unit purchase price of or $4.00 2.5357 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers Purchaser from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx00 Xxxxxxxx, Xxxxx 000, XxxxxxxxxXxx Xxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)Purchaser), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each the Purchaser or its nominee(s) (x) a certificate for the number of Preferred Shares set forth opposite the name of such the Purchaser or its nominee(s) 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 the Purchaser or its nominee(s) on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each the Purchaser shall deliver its Purchase Price by wire transfer to Company and its nominees as so directed. In addition, the parties acknowledge that Five Hundred Thousand Dollars ($500,000) have been deposited in an escrow account pursuant to the an Escrow General Agreement and related amendment entered into as of June 2, 2008 and June 4, 2008 respectively, by and between the Company, Shen Kun International Limited, Vision Opportunity China LP (as hereafter defined“Vision”), and Loeb & Loeb LLP, to be used by the Company in connection with investor and public relations.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 2.50 per Unit (the “Purchase Price”) for an aggregate purchase price of no less than $3,000,000 (“Minimum Offering Amount”) and no more than $7,500,000 (the “Maximum Offering Amount”), provided, however that the Company, in its sole discretion, shall have the right to increase the Maximum Offering Amount to $15,000,000. The Provided that the Minimum Offering shall have been subscribed for, funds representing the sale thereof shall have cleared, and all conditions to closing have been satisfied or waived, the 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 Xxxxxx Loeb & JaclinLoeb, LLP, 000 Xxxxx 0 Xxxxx300 Xxxx Xxxxxx, Xxxxx 000, XxxxxxxxxXxx Xxxx, XX 00000 (the “Closing”). Subject to ) no later than August 31, 2009, which date may be extended for an additional 30 days at the terms and conditions set forth in this Agreement, the date and time sole discretion of the Closing shall be Company if the Closing Date (or such later date as Minimum Offering Amount is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith not achieved (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 set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Closing Escrow General Agreement (as hereafter defined). The Company may also, in its sole discretion, terminate the Offering if the Minimum Offering Amount is not achieved and return the funds deposited in escrow, in accordance with the Closing Escrow Agreement.

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). set forth opposite their respective names on Exhibit A. The 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 Xxxxxx & Jaclin, Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx1065 Avenue of the Americas, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms ) at 10:00 a.m. on March 10, 2006 or at such time and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation may agree upon (the “Placement AgentClosing Date”)“), provided, that all of the conditions set forth in Article IV V hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (herewith. At the “Closing Date”). Subject to the terms and conditions of this AgreementClosing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xa) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares as is set forth opposite the name of such Purchaser on Exhibit A heretoA, (yb) its Warrants a Warrant registered in the name of the Purchaser to purchase such number of shares of Common Stock Warrant Shares as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (zc) any other documents deliveries as required to by Article V. Each Purchaser understands that none of the Conversion Shares or the Warrant Shares will be delivered pursuant to Article IV hereofissued until they have been approved for listing by the American Stock Exchange. At the Closing, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to each of the Purchasers and, each Purchaser, severally and not jointly, 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 agrees to purchase the number of Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), set forth opposite each such Purchaser’s name on Exhibit A hereto at a per Unit purchase price of $4.00 1.60 per Unit (the “Purchase Price”). The closing closing(s) 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 Xxxxxx Ellenoff Xxxxxxxx & Jaclin, Schole LLP, 000 Xxxxx 0 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxxxx 000, XxxxxxxxxXxx Xxxx, XX 00000 (each a “Closing” and the first Closing, the “Initial Closing”). There shall be no required minimum amount required for the Initial Closing and no maximum number of Units which may be sold in this Offering, provided however, the Company, at its sole discretion, may at any time set a maximum amount of Units to be sold in this offering. Subject to the terms and conditions set forth in this Agreement, the date and time of the a Closing shall be the a Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (Maxim Group LLC, as the “Placement Agent”)Agent of this offering), provided, that all of the conditions set forth in Article IV hereof and applicable to the a Closing shall have been fulfilled or waived in accordance herewith (each a “Closing Date” and the date of the Initial Closing, the “Initial Closing Date”). Subject to the terms and conditions of this Agreement, at the a Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Ordinary Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock Ordinary Shares as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the a Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, unless this Agreement has been terminated pursuant to Article VII hereof, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price number of up to $10,000,000 (the “Offering Amount”)Shares and Warrants, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). set forth opposite their respective names on Exhibit A. The closing of the purchase and sale of the Units Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Kramer Levin Naftalis & Jaclin, Frankel LLP, 000 Xxxxx 0 Xxxxx1177 Avenue of the Americas, Xxxxx 000New Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreementthx "Xxxxing") xx Xxx 0, the date and time of the Closing shall be the Closing Date 0000 (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)xxx "Xxxxxxx Xxxx"), providedxxxxxxxx, that all xxxx xll of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (herewith. At the “Closing Date”). Subject to the terms and conditions of this AgreementClosing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xi) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares as is set forth opposite the name of such Purchaser on Exhibit A heretoA, (yii) its Warrants 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 (ziii) any other documents deliveries as required to be delivered pursuant to by Article IV hereofIV. At the Closing, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for $37.50 per Unit (the “United Price”) for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 30,000,000 (the “Purchase Price”), provided, however, that in the event the capitalization of the Company, on a fully diluted basis, as of the Closing Date is inconsistent with the representations and warranties set forth in Section 2.1(c) hereof, the Unit Price shall be appropriately adjusted to reflect the correct capitalization of the Company on a fully diluted basis; provided, further, that the Financing Transaction can be closed with a minimum aggregate purchase price of $20,000,000. The Subject to all conditions to closing being satisfied or waived, the 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 Xxxxxx & JaclinXxxxxx, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLP (the “Closing”). Subject to the terms and conditions set forth in this Agreement) no later than September 30, the 2010, which date and time may be mutually extended by a majority of the Closing shall be the Closing Date (or such later date as is mutually agreed to by Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (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 certificates for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV 4 hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Deposit Agreement (as hereafter defined). Subject to Section 7.16(b), the Company may also, in its sole discretion, terminate the offering and the Company and TriPoint Global Equities, Inc. (the “Placement Agent”) would then notify the Escrow Agent (as defined in the Escrow Deposit Agreement) to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 35.00 per Unit (the “Purchase Price”)) for an aggregate purchase price of $30,000,000, provided, however, the Financing Transaction can be closed with a minimum aggregate purchase price of $20,000,000. The Additionally, the Company, in its sole discretion, shall have the right to increase the aggregate purchase price hereunder to up to $40,000,000. Subject to all conditions to closing have been satisfied or waived, the 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 Xxxxxx Axxxxx & JaclinJxxxxx, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLP (the “Closing”). Subject to the terms and conditions set forth in this Agreement) no later than April 22, the 2010, which date and time of the Closing shall may be the Closing Date (or such later date as is mutually agreed to extended by the Company and Newbridge Securities Corporation _______________________ (the “Placement Agent”)), provided, that all of ) and the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith Company (the “Closing Date”). In the event that the Closing occurs with an amount less than the full offering amount of $30,000,000 (and any permitted over-allotment amount), the Company and the Placement Agent can hold a subsequent closing for all or any portion of the remaining amount of the Financing Transaction not sold at the time of the Closing, provided, however, that such subsequent closing must occur no later than twenty-five days following the Closing. 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 certificates for the number of Common Shares and Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV 4 hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Deposit Agreement (as hereafter defined). The Company may also, in its sole discretion, terminate the offering and the Company and the Placement Agent would then notify the Escrow Agent (as defined in the Escrow Deposit Agreement) to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up equal to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit aggregate amount set forth in Exhibit A (the “Purchase Price”). The closing under this Agreement (the “Closing”) shall take place on or before February 11, 2008 (the “Closing Date”). The closing of the purchase and sale of the Units Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & JaclinPlatinum Long Term Growth VII, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLC (the “ClosingLead Purchaser”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))100 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, 10:00 a.m. New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the Closing Closing, upon payment of the Purchase Price, the Company shall 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 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 and (z) any other documents required to be delivered pursuant to Article IV hereofhereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Price.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to Twelve Million Five Hundred Thousand Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 12,500,000) (the “Purchase Price”). The closing of the purchase and sale of the Units Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement (the “Closing”) shall take place at the offices of Xxxxxx & JaclinDLA Piper US LLP at 10:00 a.m., LLPPacific time on April 3, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 2008 or such other date as the Purchasers and the Company may agree upon (the “ClosingClosing Date”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), ; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser Purchaser, against payment of the Purchase Price therefore as set forth below (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, 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 and (z) any other documents required hereto. Subject to be delivered pursuant the terms of the Escrow Agreement, prior to Article IV hereof. At the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the an escrow account designated by the Company, and at the Closing such Purchase Price shall be released to the Company in accordance with the Company’s instructions. Notwithstanding anything herein to the contrary, the Company will have the right to issue and sell the Notes and Warrants in multiple closings otherwise pursuant to the Escrow General terms of this Agreement, each of which shall be deemed a Closing with respect to such issuance and sale. Any such sale after the initial Closing shall be made upon the same terms and conditions as those set forth herein, and each subsequent purchaser shall become a party to this Agreement (as hereafter defined)and Exhibit A hereto shall be amended to include such subsequent purchaser) by affixing their signatures hereto or thereto, and shall have the rights and obligations, and be treated as, a Purchaser hereunder and thereunder.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, Purchasers agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to One Million Two Hundred Fifty Thousand Dollars ($10,000,000 1,250,000.00) (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “"Purchase Price”"). The closing of the purchase and sale of the Units Notes and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Jenkens & Jaclin, Gilchrist Parker Chapin LLP, 000 Xxxxx 0 XxxxxThe Chrysler Building, Xxxxx 000405 Lexington Xxxxxx, XxxxxxxxxNxx Xxxx, XX 00000 Xxx York 10174 (the “"Closing”") xx xxxx xxxx xxx xxxxx xx xx xxxx xxxx xx xxe Purchasers and the Company may agree upon (the "Closing Date"). Subject to At the terms and conditions set forth in this AgreementClosing, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xi) a certificate its Note for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, and (yii) its Warrants a certificate representing a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. A. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to Three Million Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 3,000,000) (the “Purchase Price”). The closing of the purchase and sale of the Units Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Kxxxxx Xxxxx Xxxxxxxx & Jaclin, Fxxxxxx LLP, 000 Xxxxx 0 Xxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (on September 21, 2007 or such later other date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation may agree upon (the “Placement Agent”"Closing Date")), ; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. 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 its Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) its Warrants a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereofhereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price number of up to $10,000,000 (the “Offering Amount”)Shares and Warrants, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”)in each case, set forth opposite their respective names on Exhibit A attached hereto. The closing of the purchase and sale of the Units Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of VisualMed Clinical Solution Corporation, 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxx, Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “"Closing”). Subject to the terms and conditions set forth in this Agreement") at 10:00 a.m., the date and Eastern time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before March 24th, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xi) a certificate for the number of Preferred Shares set forth opposite registered in the name of such Purchaser on Exhibit representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A heretoWarrant, (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 (z) any other documents required to be delivered pursuant to Article IV hereofhereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for $100,000 per Unit (the “Unit Price”) for an aggregate purchase price of up to $10,000,000 1,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (amount paid by each Purchaser is referred herein as the “Purchase Price”). The Subject to all conditions to closing being satisfied or waived, the 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 Xxxxxx & Jaclin, LLP, 000 Xxxxxxx Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLP (the “Closing”). Subject ) by the earlier to the terms and conditions set forth in this Agreement, the date and time occur of (a) completion of the $200, 000 ( the “Minimum Offering Amount”) and receipt by the Escrow Agent (as defined in the Escrow Deposit Agreement) of the Minimum Offering Amount, or (b) by 5:00 pm (EDT) on June 30, 2014 ( the “Initial Closing shall Date”); or by the earlier of (a) completion of the sale of all Units included in the Maximum Offering (subject to increase to cover over-allotments, if any), or (b) by 5:00 pm (EDT) on July 1, 2014 ( the “Final Closing Date”) which can be further extended up to 30 days by the Closing Date (or such later date as is mutually agreed to by mutual agreement of the Company and Newbridge Securities Corporation the Placement Agent if the sale of all Units in the Maximum Offering has not been completed by July 1, 2014 (the “Placement AgentFinal Closing Date”)), provided, that all of collectively with the conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (Date are sometimes referred herein as 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 certificates for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV 4 hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Deposit Agreement (as hereafter defined). Subject to Section 7.16(b), the Company may also, in its sole discretion, terminate the offering and the Company and TriPoint Global Equities, LLC (the “Placement Agent”) would then notify the Escrow Agent to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Shares for a purchase price $1.10 per share (the “Per Share Purchase Price”) for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”), provided, however, that $1,000,000 of the Purchase Price with respect to the purchase of Shares by MKM Opportunity Master Fund, Ltd. (“MKM”) will be paid by the delivery by MKM to the Company of 4,800,000 freely tradable shares of common stock (the “Consideration Shares”) of Quantum Materials Corp., a Delaware corporation, (“QTMM”) which shares of common stock of QTMM are eligible for quotation on the OTCQB, and provided further, that a portion of the Purchase Price may also be paid by certain Purchasers converting outstanding indebtedness owed to such Purchasers by the Company as evidenced by the Promissory Notes (as defined in Section 1.5 below) held by such Purchasers. The initial closing (the “Initial Closing”) of the purchase and sale of the Units Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at such time as Purchasers have executed this Agreement to purchase at least One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock (which amount shall not include the offices exchange of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject Promissory Notes pursuant to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)Section 1.5 hereof), provided, that and 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”). After the Initial Closing, the Company may conduct any number of additional closings (each, an “Additional Closing” and, together with the Initial Closing, a “Closing”) so long as the final Additional Closing occurs on or before the 90th day following the Initial Closing Date. Such Additional Closings may utilize a third party escrow agent in connection therewith. Subject to the terms and all conditions of this Agreement, at the to Closing the Company shall deliver have been satisfied 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, (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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closingwaived, each Purchaser Closing shall deliver its Purchase Price by wire transfer to take place at such time and place as the escrow account pursuant to the Escrow General Agreement parties shall agree (as hereafter defineda “Closing Date”).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Shares and Warrants for an aggregate purchase price of up to Thirty Four Million Nine Hundred Ninety Nine Thousand Nine Hundred Seventy Five Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 34,999,975) (the “Purchase Price”). The closing of the purchase and sale of the Units Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to ) at 10:00 a.m., New York time (i) on the terms and conditions set forth second business day after the fulfillment or waiver in this Agreement, the date and time accordance herewith of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing Closing; provided, that such date shall have been fulfilled be no later than November 26, 2007, or waived (ii) at such other time and place or on such date as Purchasers committed to purchase hereunder at least 67% in accordance herewith value of the Shares and the Company may agree upon (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Ordinary Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock Ordinary Shares as is set forth opposite the such Purchaser’s name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Units for an Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price of up to $10,000,000 the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser`s name on Exhibit A (for each such purchaser, the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “"Purchase Price”" and collectively referred to as the "Purchase Prices"). The Company acknowledges and agrees that a portion of the Purchase Price for the Preferred Shares and Warrants will be paid to the Company with the August Note, in the amount set forth on SCHEDULE 1.1 attached hereto. The closing of the purchase and sale of the Units Preferred Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Jenkens & Xxxxxxxxx Xxxxxx & Jaclin, Xxxxxx LLP, The Chrysler Building, 000 Xxxxx 0 XxxxxXxxxxxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “"Closing”). Subject to the terms and conditions set forth in this Agreement") at 10:00 a.m., New York time on (i) the date and time of on which the Closing shall last to be the Closing Date (fulfilled or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all waived of the conditions set forth in Article IV hereof and applicable to the such Closing shall have been be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “"Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined").

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to One Million Five Hundred Thousand Dollars ($10,000,000 1,500,000) (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “"Purchase Price”"). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “"Closing”). Subject to the terms and conditions set forth in this Agreement") at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (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 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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined).Company. Representations and Warranties

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Series A-2 Preferred Stock and Warrants for an aggregate purchase price of up equal to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit aggregate amount set forth in Exhibit A (the “Purchase Price”). The sale of the Series A-2 Preferred Stock and Warrants to the Purchasers shall take place through a closing or series of closings under this Agreement (each referred to as the “Closing”), each taking place on or before May 31, 2009 (each such date referred to as the “Closing Date”). Exhibit A to this Agreement shall be amended from time to time to reflect any additional Closings, without any further action of the parties hereto. Each Closing of the purchase and sale of the Units Series A-2 Preferred Stock and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & JaclinEcho Therapeutics, LLPInc., 000 00 Xxxxx 0 XxxxxXxxxxxx, Xxxxx 000Xxxxxxxx, XxxxxxxxxXxxxxxxxxxxxx 00000, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), 10:00 a.m. New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the Closing Closing, upon payment of the Purchase Price, the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of shares of Series A-2 Preferred Shares Stock set forth opposite the name of such Purchaser on Exhibit A hereto, 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 and (z) any other documents required to be delivered pursuant to Article IV hereofhereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Price.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Units for an Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price of up to $10,000,000 the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A (the “Offering Amount”)for each such purchaser, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”. The Preferred Shares and Warrants shall be sold and funded in one or more closings (each, a “Closing”). The initial Closing under this Agreement (the “Initial Closing”) shall take place on or about June 18, 2007 (the “Initial Closing Date”). Each subsequent closing under this Agreement (each, a “Subsequent Closing”) shall occur on such date as the Purchasers and the Company may agree upon (each, a “Subsequent Closing Date”) but no later than July 31, 2007.The Initial Closing Date and each Subsequent Closing Date are sometimes referred to in this Agreement as the “Closing Date”. Each closing of the purchase and sale of the Units Preferred Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, XxxxxxxxxXxx Xxxx, XX 00000 (or at such other place as the “Closing”). Subject to Purchasers and the terms and conditions set forth in this AgreementCompany may agree upon at 10:00 a.m., New York time on the date and time of on which the Closing shall last to be the Closing Date (fulfilled or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all waived of the conditions set forth in Article IV hereof and applicable to the such Closing shall have been be fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this AgreementAt each Closing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares set forth opposite the name of that such Purchaser on Exhibit A hereto, (y) its is purchasing pursuant to the terms hereof and the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. A. At the each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, as escrow account pursuant to the Escrow General Agreement (as hereafter defined)agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointlyjointly with respect to the amounts set forth opposite the name of each such Purchaser respectively on Exhibit A, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before October 29, 2007; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree Purchaser agrees to purchase the Units Debenture and the Warrant for an aggregate a purchase price of up to Eighteen Million Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 18,000,000) (the “Purchase Price”), composed of a cash payment of $8,100,000 and the surrender of $9,900,000 face amount of the Company’s 8.5% Senior Secured Convertible Notes. The closing of the purchase and sale of the Units Debenture and Warrant to be acquired by the Purchasers Purchaser from the Company under this Agreement shall take place at the offices of Xxxxxx Lev & JaclinBerlin, LLPP.C., 000 Xxxxx 0 Xxxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxx 000Xxxxxxx, Xxxxxxxxx, XX Xxxxxxxxxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and time of the Closing shall be the Closing Date Eastern time, (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))i) on December 7, 2007; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each the Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A heretoits Debenture, (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 Warrant and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each the Purchaser shall deliver its the cash component of the Purchase Price by wire transfer to a bank account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree Purchaser agrees to purchase the Units Debenture and the Warrant for an aggregate a purchase price of up to Eighteen Million Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 18,000,000) (the “Purchase Price”), composed of a cash payment of $8,100,000 and the surrender of $9,900,000 face amount of the Company’s 8.5% Senior Secured Convertible Notes. The closing of the purchase and sale of the Units Debenture and Warrant to be acquired by the Purchasers Purchaser from the Company under this Agreement shall take place at the offices of Xxxxxx Lev & JaclinBerlin, LLPP.C., 000 Xxxxx 0 Xxxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxx 000Xxxxxxx, Xxxxxxxxx, XX Xxxxxxxxxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and time of the Closing shall be the Closing Date Eastern time, (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))i) on December __, 2007; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each the Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A heretoits Debenture, (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 Warrant and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each the Purchaser shall deliver its the cash component of the Purchase Price by wire transfer to a bank account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to Three Million Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 3,000,000) (the “Purchase Price”). The Notes shall be sold and funded in two separate closings (each a “Closing”). The initial Closing under this Agreement (the “Initial Closing”) shall be funded in the amount of $2,000,000 and shall take place on the date hereof (the “Initial Closing Date”). The second closing under this Agreement (the “Second Closing”) shall be funded in the amount of $1,000,000 and shall take place on or before August 1, 2007; provided, that the Company has not closed a financing of its debt or equity securities prior to such date (the “Second Closing Date”). The Initial Closing Date and the Second Closing Date are sometimes referred to in this Agreement as the “Closing Date”. Each Closing of the purchase and sale of the Units Notes to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, XxxxxxxxxXxx Xxxx 00000 at 10:00 a.m., XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the such Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this Agreement, at the each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Notes for the number of Preferred Shares 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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointlyjointly with respect to the amounts set forth opposite the name of each such Purchaser respectively on Exhibit A, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 1,000,000 (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclinand Xxxxx, LLP, 000 Xxxxx 0 1221 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before September 10, 2009; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xw) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (x) a Class 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 (y) its Warrants a Class B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of or $4.00 4.40 per Unit (the “Purchase Price”). The 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 Xxxxxx Axxxxx & Jaclin, LLP, 000 100 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation Maxim Group, LLC (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (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 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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined). In addition, the parties acknowledge that Four Hundred Thousand Dollars ($400,000) of the Purchase Price funded on the Closing Date shall be deposited in an escrow account pursuant to the Investor and Public Relations Escrow Agreement to be used by the Company in connection with investor and public relations.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 375,000 (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before May 3, 2007; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Purchase Shares and the Warrants for an the aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit set forth on Addendum A (the “Purchase Price”). The Purchase Shares and Warrants shall be sold and funded in one or more closings (each a “Closing,” and collectively, the “Closings”). Each Closing shall take place when all closing of the purchase and sale of the Units conditions provided herein are met by all parties to be acquired by the Purchasers from the Company under this Agreement (the “Closing Date”). Each Closing shall take place at the offices of Xxxxxx Gusrae, Xxxxxx, Xxxxx & Jaclin, LLPXxxxxxx, 000 Xxxxx 0 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx, XxxxxxxxxXxx Xxxx 00000, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreementat 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or such later date other time and place as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing parties shall have been fulfilled or waived in accordance herewith (the “Closing Date”)so agree. Subject to the terms and conditions of this Agreement, at the each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) irrevocable transfer instructions to the Company’s transfer agent to issue to each Purchaser promptly following the Closing a certificate for the number of Preferred Purchase Shares set forth opposite the name of such Purchaser on Exhibit Addendum A hereto, (y) its Warrants to purchase such number of shares of Common Stock Warrant Shares as is set forth opposite the name of such Purchaser on Exhibit Addendum A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At The initial Closing (the “Initial Closing”) shall be for no less than $2,250,000. Unless otherwise agreed to by the Company, the Purchasers and the Target, at each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow Company’s account pursuant to the wire instructions to be delivered to the Company by Access America Fund, LP (“AAF”). In the event that the afore-mentioned parties determine to establish an escrow account on behalf of the Company (the “Escrow General Agreement Account”), then at each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the such Escrow Account with the escrow agent (as hereafter definedthe “Escrow Agent”) pursuant to and in accordance with the terms and conditions of an escrow agreement (the “Escrow Agreement”), by and between Company, the Escrow Agent and AAF.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”)500,000, at a per Unit purchase price of or $4.00 10,000 per Unit (the “Purchase Price”). The 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 Xxxxxx & JaclinGuzov Ofsink, LLPLLC, 000 Xxxxx 0 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xi) a certificate for Note in the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A C hereto, (yii) its Warrants a Warrant to purchase such the number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A C attached hereto hereto, and (ziii) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company’s designated account.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to not less than $10,000,000 13,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “"Purchase Price”"). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Lord Bissell & Jaclin, Brook LLP, 000 Xxxxx 0 Xxxxx885 Third Avenue, Xxxxx 00026th Floor, XxxxxxxxxNew York, XX 00000 NY 10022 (the “"Closing”). Subject to the terms ") at 10:00 x.x., Xxx Xxxx xxxx xx xxxx xxxx xx xxx Xxxxxasers and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (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 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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to Five Million Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 5,000,000) (the “Purchase Price”). The closing of the purchase and sale of the Units Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before April 19 , 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Note for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) its Warrants a Series A Warrant, Series B Warrant and Series C Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereofhereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 35.00 per Unit (the “Purchase Price”)) for an aggregate purchase price of $20,000,000, provided, however, that the Company, in its sole discretion, shall have the right to increase the aggregate purchase price hereunder to up to $40,000,000. The Subject to all conditions to closing have been satisfied or waived, the 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 Xxxxxx Loeb & JaclinLoeb, LLP, 000 Xxxxx 0 Xxxxx300 Xxxx Xxxxxx, Xxxxx 000, XxxxxxxxxXxx Xxxx, XX 00000 (the “Closing”). Subject to ) no later than February 26, 2010, which date may be extended for an additional 30 days at the terms and conditions set forth in this Agreement, the date and time sole discretion of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (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 certificates for the number of Common Shares and Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Closing Escrow General Agreement (as hereafter defined). The Company may also, in its sole discretion, terminate the offering and return the funds deposited in escrow, in accordance with the Closing Escrow Agreement.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and the Warrants for an aggregate purchase price of up to one million five hundred thousand dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 1,500,000) (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about February 9, 2009 (the Units to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of Xxxxxx Sadis & Jaclin, Xxxxxxxx LLP, 000 Xxxxx 0 Xxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx, XxxxxxxxxXxx Xxxx 00000 at 10:00 a.m., XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. 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 its Notes for the number of Preferred Shares 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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to the escrow account pursuant Company. In addition, the parties acknowledge that no more than Thirty Five Thousand ($35,000) dollars of the Purchase Price funded on the Closing Date shall be deducted by the Purchase Price from the total amount otherwise payable to the Escrow General Agreement (as hereafter defined)Company, and paid over to counsel for the Purchasers in payment of reasonable legal fees and out of pocket expenses of the Purchasers’ counsel.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaserseach Purchaser, severally but not jointlyjointly with respect to the amounts set forth on such Purchaser’s signature page hereto, agree agrees to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 1,900,000 (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Grushko & Mxxxxxx, P.C., 500 Xxxxxxxx Xxxxxx, Xxxxxx & JaclinXxxxxx, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before June 30, 2011; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser the Escrow Agent (as hereinafter defined) prior to the Closing (x) a certificate for the number of Preferred Shares set forth opposite the name of on such Purchaser on Exhibit A Purchaser’s signature page hereto, (y) its Warrants a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of on such Purchaser on Exhibit A attached Purchaser’s signature page hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 13.50 per Unit (the “Purchase Price”)) for an aggregate purchase price of $10,000,000, provided, however, the Financing Transaction can be closed with a minimum aggregate purchase price of $3,500,000. The Additionally, the Company, in its sole discretion, shall have the right to increase the aggregate purchase price hereunder to up to $15,000,000. Subject to all conditions to closing being satisfied or waived, the 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 Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP (the “Closing”). Subject to the terms and conditions set forth in this Agreement) no later than February 15, the 2011, which date and time of the Closing shall may be the Closing Date (or such later date as is mutually agreed to extended by the Company and Newbridge Securities Corporation TriPoint Global Equities, Inc. (the “Placement Agent”)), provided, that all of ) and the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith Company (the “Closing Date”). In the event that the Closing occurs with an amount less than the full offering amount of $10,000,000 (and any permitted over-allotment amount), the Company and the Placement Agent can hold a subsequent closing for all or any portion of the remaining amount of the Financing Transaction not sold at the time of the Closing, provided, however, that such subsequent closing must occur no later than twenty-five days following the Closing. 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 certificates for the number of Common Shares and Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV 4 hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Deposit Agreement (as hereafter defined). The Company may also, in its sole discretion, terminate the offering and the Company and the Placement Agent would then notify the Escrow Agent (as defined in the Escrow Deposit Agreement) to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. Subject to the terms and conditions hereof, the 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, that number of the Units for an Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price of up to $10,000,000 the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A (the “Offering Amount”)for each such purchaser, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & JaclinPlatinum Montaur Life Sciences, LLPLLC (the “Lead Purchaser”), 000 Xxxxx 0 Xxxxx100 Xxxx 00xx Xxxxxx, Xxxxx 000, XxxxxxxxxXxx Xxxx, XX 00000 or at such other place as the Purchasers and the Company may agree upon (the “Closing”). Subject to the terms and conditions set forth in this Agreement, at 10:00 a.m., New York time on the date and time of on which the Closing shall last to be the Closing Date (fulfilled or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all waived of the conditions set forth in Article IV hereof and applicable to the Closing shall have been be fulfilled or waived in accordance herewith (the “Closing Date”). Subject to At the terms and conditions of this AgreementClosing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares set forth opposite the name of that such Purchaser on Exhibit A hereto, (y) its is purchasing pursuant to the terms hereof and the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. A. At or before the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Units Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The purchase price for an each Unit is $50,000. The aggregate purchase price of up to $10,000,000 the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A (the “Offering Amount”)for each such purchaser, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”. The Preferred Shares and Warrants shall be sold and funded in one or more closings (each, a “Closing”). The initial Closing under this Agreement (the “Initial Closing”) shall take place on or about June [___], 2011 (the “Initial Closing Date”). Each subsequent closing under this Agreement (each, a “Subsequent Closing”) shall occur on such date as the Purchasers and the Company may agree upon (each, a “Subsequent Closing Date”) but no later than June 15, 2011. The Initial Closing Date and each Subsequent Closing Date are sometimes referred to in this Agreement as the “Closing Date”. Each closing of the purchase and sale of the Units Preferred Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000, XxxxxxxxxXxx Xxxx, XX 00000 (or at such other place as the “Closing”). Subject to Purchasers and the terms and conditions set forth in this AgreementCompany may agree upon at 10:00 a.m., New York time on the date and time of on which the Closing shall last to be the Closing Date (fulfilled or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all waived of the conditions set forth in Article IV hereof and applicable to the such Closing shall have been be fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this AgreementAt each Closing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares set forth opposite the name of that such Purchaser on Exhibit A hereto, (y) its is purchasing pursuant to the terms hereof and the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. A. At the each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, as escrow account pursuant to the Escrow General Agreement (as hereafter defined)agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Securities set forth opposite their respective names on Exhibit A attached hereto for an aggregate purchase price of up to Seven Million Dollars ($10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 7,000,000) (the “Purchase Price”). The parties hereto acknowledge and agree that a portion of the Purchase Price may be paid by certain Purchasers converting outstanding indebtedness owed to such Purchasers by the Company as evidenced by a convertible promissory note up to an aggregate principal amount of $1,000,000 held by such Purchasers. The initial closing (the “Initial Closing”) of the purchase and sale of the Units Securities to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in such time as Purchasers have executed this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV V hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). After the Initial Closing, the Company may conduct any number of additional closings (each, an “Additional Closing” and, together with the Initial Closing, a “Closing”) so long as the final Additional Closing occurs on or before the July 31, 2017, unless mutually extended by the Company and the Agents. Subject to the terms and all conditions of this Agreement, at the to Closing the Company shall deliver have been satisfied 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, (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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closingwaived, each Purchaser Closing shall deliver its Purchase Price by wire transfer to take place at such time and place as the escrow account pursuant to the Escrow General Agreement parties shall agree (as hereafter defineda “Closing Date”).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 15,000,000 (the “Offering Amount”), at a per Unit purchase price of or $4.00 2.20 per Unit (the “Purchase Price”). The 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 Xxxxxx Loeb & JaclinLoeb, LLP, 000 Xxxxx 0 XxxxxXxxx Xxxxxx, Xxxxx 000, XxxxxxxxxXxx Xxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation Vision Opportunity China LP (“Vision Opportunity China”, as the “Placement Agent”)lead Purchaser), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (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 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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined). The parties acknowledge that at the Closing, One Million Dollars ($1,000,000) of the Offering Amount shall be held in escrow and not disbursed to the Company until such time as the covenants discussed in Section 3.23 (Registered Capital of Lihua Copper), Section 3.35 (Environmental Authority Approval for Jiangsu Lihua Copper Industry Co., Ltd.), Section 3.37 (Comply with Relevant Employment Laws in PRC), Section 3.38 (Construction Works Planning Permit and Construction Works Execution Permit for Lihua Copper), Section 3.43 (Intellectual Property and Commercial and Trade Secrets), Section 3.44 (Payment of Stamp Tax), Section 3.45 (Filing of PRC Certificates) and Section 3.46 (Lihua Copper Pay-Off Loan from Lihua Electron) are complied with, in full and the satisfaction of Vision Opportunity China and JZJ (as defined below). In addition, the parties acknowledge that Seven Hundred Fifty Thousand Dollars ($750,000) of the Purchase Price funded on the Closing Date shall be deposited in an escrow account pursuant to the Escrow General Agreement to be used by the Company in connection with investor and public relations.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for Preferred Shares with an aggregate purchase price Stated Value of up to $10,000,000 7,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Aggregate Purchase Price”), provided, however, that Preferred Shares with a Stated Value of $3,618,461 will be issued in exchange for the transfer by Platinum-Montaur Life Sciences, LLC (“Platinum”) of 1,230,769 freely tradable shares of common stock of Navidea Biopharmaceuticals, Inc., a Delaware corporation, which shares trade on the NYSE Amex (the “Consideration Shares”); and provided further, that a portion of the Aggregate Purchase Price may also be paid by certain Purchasers forgiving outstanding indebtedness owed by the Company as evidenced by bridge notes held by such Purchasers. The initial closing (the “Initial Closing”) of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices such time as Purchasers have executed this Agreement to purchase at least Five Hundred Thousand Dollars ($500,000) of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms Preferred Shares and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), 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”). After the Initial Closing, the Company may conduct any number of additional closings (each, an “Additional Closing” and, together with the Initial Closing, a “Closing”) so long as the final Additional Closing occurs on or before the 120th day following the Initial Closing Date. Subject to all conditions to Closing have been satisfied or waived, each Closing shall take place at such time and place as the parties shall agree (a “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 certificates for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A the signature pages hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A the signature pages attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Debentures and Warrants for an aggregate purchase price of up to $10,000,000 Three Million Dollars (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit Cdn$3,000,000) (the “Purchase Price”). The closing of the purchase and sale of the Units Debentures and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Blake, Xxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx855 – 2nd Street S.W., Xxxxx 000Suite 3500, XxxxxxxxxBankers Hall East Tower, XX 00000 Calgary, Alberta, Canada, T2P 4J8 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and Calgary time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))i) on July 27, 2011; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon in writing (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Debenture for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents deliveries as required to be delivered pursuant to by Article IV hereofIV. At the Closing, each Purchaser shall deliver its respective portion of the Purchase Price as set forth opposite the name of such Purchaser on Exhibit A by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 3,000,000 (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (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 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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 8,000,000 (the “Purchase Price”). The Preferred Shares and the warrants shall be sold and funded in one or more closings (each, a “Closing”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (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 set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) its Warrants to purchase such number of shares of Common Stock Preferred Shares as is set forth opposite the name of such Purchaser Purchase on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of subject to and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Units for an Committed Series D Preferred Shares and Warrants set forth opposite their respective names in Exhibit 1.01 attached hereto under the headings "Committed Series D Preferred Shares". The aggregate dollar purchase price of up to $10,000,000 (or other consideration being given for the “Offering Amount”), Committed Series D Preferred Shares and the Warrants being purchased by each Purchaser at a per Unit purchase price of $4.00 per Unit (the “Closing is set forth opposite such Purchaser's name in Exhibit 1.01 under the heading "Aggregate Dollar Purchase Price”)Price or Other Consideration". The 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 a closing (the "Closing") to be held at the offices of Xxxxxx Xxxxx, Xxxxxxx & JaclinXxxxxxxxx, LLP, 000 Xxxxx 0 XxxxxXxxx Xxxxxx, Xxxxx 000Xxxxxx, XxxxxxxxxXxxxxxxxxxxxx 00000, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the on such date and at such time as may be mutually agreed upon, but in any event not later than five (5) business days after formal shareholder approval of all the matters contained in the Proxy Statement or June 30, 2003; provided that the Purchasers with rights to purchase a majority in interest of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause Committed Series D Preferred Shares 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, (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 (z) any other documents required to be delivered issued pursuant to Article IV hereofSection 1.01 may in their sole discretion extend such dates. At the Closing, the Company will issue and deliver (a) certificates evidencing the Committed Series D Preferred Shares to be sold at the Closing to each of the applicable Purchasers (or its nominees) and (b) Warrants to each of the applicable Purchasers (or its nominee), in each case against payment of the full purchase price therefor by (i) wire transfer, (ii) check payable to the order of the Company, (iii) surrender of the principal and interest amount due under any promissory notes or debentures of the Company payable to the order of such Purchaser, (iv) amendment of the rights, preferences, privileges, qualifications, voting powers and other terms of the Series B Preferred Stock as set forth in the Amended and Restated Certificate of Incorporation of the Company, the form of which is attached hereto as Exhibit 1.01A, (v) surrender of shares of Series C Preferred Stock (including the rights to any accrued dividends or other payments thereon) held by such Purchaser, (vi) surrender of interests in Voxware Europe (including the rights to any accrued dividends or other payments with respect thereto) held by such Purchaser, (vii) surrender of warrants to purchase Common Stock held by such Purchaser, (viii) in the case of Ridgecrest, provision of adequate and acceptable services as provided for in Section 5.13, or (ix) any agreed to combination of (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) above; provided, however, that the Shares issuable pursuant to (v) above shall be proportionately reduced for any conversion of Series C Preferred Stock between the date hereof and the Closing. In the event that any Purchaser makes payment in whole or in part by cancellation of indebtedness, such Purchaser shall deliver its Purchase Price by wire transfer to surrender the escrow account pursuant to evidence of such indebtedness for cancellation at the Escrow General Agreement (as hereafter defined)Closing.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to Three Million Five Hundred Thousand Dollars ($10,000,000 3,500,000) (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”"PURCHASE PRICE"). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Sadis & Jaclin, Xxxxxxxx LLP, 000 Xxxxx 0 Xxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement"CLOSING") at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), providedmay agree upon; PROVIDED, that all of the conditions set forth in Article ARTICLE IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”"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 set forth opposite the name of such Purchaser on Exhibit 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 EXHIBIT A attached hereto and (z) any other documents required to be delivered pursuant to Article ARTICLE IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined). In addition, the parties acknowledge that Thirty Five Thousand Dollars ($35,000) of the Purchase Price funded on the Closing Date shall be deducted by the escrow agent from the total amount otherwise payable to the Company, and paid over to counsel for the Purchasers in payment of legal fees of the Purchasers.

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, unless this Agreement has been terminated pursuant to Article VII hereof, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price number of up to $10,000,000 (the “Offering Amount”)Shares and Warrants, at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). set forth opposite their respective names on Exhibit A. The closing of the purchase and sale of the Units Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Kramer Levin Naftalis & Jaclin, Frankel LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time 1177 Avenue of the Closing shall be the Closing Date Americas, Nxx Xxxx, Xxx Xxxx 00036 (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation xxx "Xlosing") xx Xxx 0, 0000 (the “Placement Agent”)xxx "Xxxxxxx Xxxx"), providedxxxxxxxx, that xxxt all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (herewith. At the “Closing Date”). Subject to the terms and conditions of this AgreementClosing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xi) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares as is set forth opposite the name of such Purchaser on Exhibit A heretoA, (yii) its Warrants 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 (ziii) any other documents deliveries as required to be delivered pursuant to by Article IV hereofIV. At the Closing, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 5,750,000 (the “Purchase Price”). The closing under this Agreement (the “Closing”) shall take place on or before September 26, 2007 (the “Closing Date”). The closing of the purchase and sale of the Units Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & JaclinPlatinum Long Term Growth VI, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLC (the “ClosingLead Purchaser”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, 10:00 a.m. New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. 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 Notes for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, 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 and (z) any other documents required to be delivered pursuant to Article IV hereofhereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer of immediately available funds to the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to Two Million Three Hundred Thousand Dollars ($10,000,000 2,300,000) (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “"Purchase Price”"). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & JaclinLaw Offices of Louis E. Taubman, LLPPC, 000 Xxxxx 0 Xxxxx17 State Strxxx, Xxxxx 0000000, XxxxxxxxxNew Yxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreementxxx "Xxxxxxx") xx 00:00 x.x., the date and Xxw York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before May 31, 2006; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. (a) Subject to the terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers each Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaserseach Purchaser, severally but not jointly, agree agrees to purchase the Units Preferred Shares, Common Shares, and Warrants set forth opposite such Purchaser’s name on Exhibit A for an aggregate purchase price of up the amount to $10,000,000 be paid by such Purchaser for the Preferred Shares, Common Shares, and Warrants as specified on Exhibit A (as to each Purchaser, the “Offering Subscription Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The 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 Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (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 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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the ClosingClosing (as defined below) under this Agreement, each Purchaser shall deliver its Purchase Price (i) 67.5% of the Subscription Amount by wire transfer of immediately available funds to the Company; (ii) 7.5% of the Subscription Amount by wire transfer of immediately available funds to Xxxxx and Company, LLC as representative of the Placement Agents; and (iii) 25% of the Subscription Amount (the “Escrow Amount”) to Xxxxx Fargo Bank, National Association, as escrow account agent (the “Escrow Agent”) pursuant to the terms of that certain Escrow General Agreement between the Company, the Purchasers, and the Escrow Agent (the “Escrow Agreement”) in the form annexed hereto as hereafter defined).Exhibit D. The Purchase Price shall be allocated to the Preferred Shares, the Common Shares, and the Warrants based on their relative fair-market values, as determined by the Purchasers

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Units for an Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price of up the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A (for each such purchaser, the "Purchaser Price" and collectively referred to $10,000,000 (as the “Offering Amount”"Purchase Prices"). The Company acknowledges that the Purchase Price for the pro rata portions of the Preferred Shares and the Warrants purchased by each of Magellan International, at a per Unit purchase price Ltd., Aspen International, Ltd. and Warwick Corporation, Ltd. was advanced and evidenced by separate promissory notes dated October 24, 2000 and November 21, 2000, issued by the Company in favor of Aspen International, Ltd. for the aggregate principal amount of $4.00 per Unit (the “Purchase Price”)750,000. The closing of the purchase and sale of the Units Preferred Shares and Warrants (the "Closing") to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, Xxxxxx LLP, The Chrysler Building, 000 Xxxxx 0 XxxxxXxxxxxxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “"Closing”). Subject to the terms and conditions set forth in this Agreement, ") at 1:00 p.m. Eastern Time (i) on the date and time of on which the Closing shall last to be the Closing Date (fulfilled or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all waived of the conditions set forth in Article ARTICLE IV hereof and applicable to the such Closing shall have been be fulfilled or waived in accordance herewith or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “"Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined").

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price number of up to $10,000,000 Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A. The Shares and Warrants shall be sold and funded in separate closings (the each, a “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase PriceClosing”). The closing of initial Closing under this Agreement (the purchase and “Initial Closing”) shall take place on or about October ___, 2005 (the “Initial Closing Date”) for the sale of Shares in an amount equal to at least the Units Minimum Purchase Price. Subsequent Closings (each, a “Subsequent Closing”) under this Agreement shall take place no later than the date immediately preceding the sixtieth (60th) business day following the Initial Closing Date (each, a “Subsequent Closing Date”). The Initial Closing Date and each Subsequent 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 Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (or at such other place as the “Closing”). Subject to the terms Purchasers and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the each Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)herewith. Subject to the terms and conditions of this AgreementAt each Closing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (xi) a certificate for registered in the name of the Purchaser representing the number of Preferred Shares set forth opposite the name of that such Purchaser on Exhibit A heretois purchasing pursuant to the terms hereof, (yii) its Warrants 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 (ziii) any other documents deliveries as required to be delivered pursuant to by Article IV hereofIV. At the each Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for $25,000.00 per Unit (the “Unit Price”) for an aggregate purchase price of up to $10,000,000 10,000,000, including the over allotment options, (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (amount paid by each Purchaser is referred herein as the “Purchase Price”). The Subject to all conditions to closing being satisfied or waived, the 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 Xxxxxx Hxxxxx Xxxxxxx Xxxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 Li LLC (the “Closing”). Subject ) by the earlier to the terms and conditions set forth in this Agreement, the date and time occur of (a) completion of the Minimum Offering Amount and receipt by the Escrow Agent (as defined in the Escrow Deposit Agreement) of the Minimum Offering Amount, or (b) by 5:00 pm (Eastern Time) on _______ [ ], 2017 (the “Initial Closing shall Date”); or by the earlier of (a) completion of the sale of all Units included in the Maximum Offering (subject to increase to cover over-allotments, if any), or (b) by 5:00 p.m. (Eastern Time) on _______ [ ], 2017 (the “Final Closing Date”) which can be further extended up to 30 days by the Closing Date (or such later date as is mutually agreed to by mutual agreement of the Company and Newbridge Securities Corporation the Placement Agent if the sale of all Units in the Maximum Offering has not been completed by _______ [ ], 2017 (the “Placement Agent”))Final Closing Date, provided, that all of collectively with the conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith (Date are sometimes referred herein as 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 Notes in the number of Preferred Shares amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV 4 hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Subscription Agreement and Escrow General Deposit Agreement (as such terms are hereafter defined). Subject to Section 7.18, the Company and Tripoint may also, by mutual agreement, terminate the offering and the Company and TriPoint Global Equities, LLC (the “Placement Agent”) would then notify the Escrow Agent to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Notes and Warrants for an aggregate purchase price of up to $10,000,000 Five Million Dollars (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit Cdn$5,000,000) (the “Purchase Price”). The closing of the purchase and sale of the Units Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, Xxxxxx Xxxxxxx LLP, 000 Xxxxx 0 XxxxxScotia Plaza, Xxxxx 00000 Xxxx Xxxxxx Xxxx, XxxxxxxxxXxxxxxx, XX 00000 XX, Note and Warrant Purchase Agreement Canada M5H 3Y4 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and Toronto time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))i) on November 22, 2011; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon in writing (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate its Note for the number of Preferred Shares principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents deliveries as required to be delivered pursuant to by Article IV hereofIV. At the Closing, each Purchaser shall deliver its respective portion of the Purchase Price as set forth opposite the name of such Purchaser on Exhibit A by wire transfer to an account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for $2.25 per Unit (the “Unit Price”) for an aggregate purchase price of up to $10,000,000 5,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (amount paid by each Purchaser is referred herein as the “Purchase Price”). The Subject to all conditions to closing being satisfied or waived, the 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 Xxxxxx & Jaclin, LLP, 000 Xxxxxxx Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLP (the “Closing”). Subject ) by the earlier to the terms and conditions set forth in this Agreement, the date and time occur of (a) completion of the $1,500, 000 ( the “Minimum Offering Amount”) and receipt by the Escrow Agent (as defined in the Escrow Deposit Agreement) of the Minimum Offering Amount, or (b) by 5:00 pm (EDT) on December 15, 2014 ( the “Initial Closing shall be Date”); or by the earlier of (a) completion of the sale of all Units included in the Maximum Offering (subject to increase to cover over-allotments, if any), or (b) by 5:00 pm (EDT) on December 31, 2014 ( the “Final Closing Date” collectively with the Initial Closing Date (or such later date are sometimes referred herein as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)) which can be further extended up to 30 days by the mutual agreement of the Company and the Placement Agent if the sale of all Units in the Maximum Offering has not been completed by the Final 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 Convertible Debenture set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV 4 hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Deposit Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Common Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit set forth on Addendum A (the “Purchase Price”). The Common Shares and Warrants shall be sold and funded in a single closing (the “Closing”). The Closing shall take place concurrently with the execution of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement by all parties to this Agreement (the “Closing Date”). The Closing shall take place at the offices of Xxxxxx & Jaclinand Xxxxx, LLP, 000 0000 Xxxxx 0 Xxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxx, Xxxxx 000at 10:00 a.m., Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”)Texas time. 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) irrevocable transfer instructions to the Company’s transfer agent to issue to each Purchaser promptly following the Closing a certificate for the number of Preferred Common Shares set forth opposite the name of such Purchaser on Exhibit Addendum 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 Addendum A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to Company’s bank account, as designated by the Escrow General Agreement (as hereafter defined)Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit [2,070,000] (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Jaclin, Xxxxxxx LLP, 000 Xxxxx 0 Xxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (i) on or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”))before January 16, 2007; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the “"Closing Date”"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of ­ Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the escrow account pursuant to the Escrow General Agreement (as hereafter defined)agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units Preferred Shares and the Warrants for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit 6,700,000 (the “Purchase Price”). The closing of the purchase and sale of the Units Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx Loeb & Jaclin, Loeb LLP, 000 Xxxxx 0 Xxxxx300 Xxxx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement) at 10:00 a.m., the date and New York time of the Closing shall be the Closing Date (or on such later date as is mutually agreed to by the Purchasers and the Company and Newbridge Securities Corporation (the “Placement Agent”)), may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (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 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 (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined). In addition, the parties acknowledge that (i) Five Hundred Thousand Dollars ($500,000) of the Purchase Price funded on the Closing Date shall be deposited in an escrow account pursuant to the Escrow General Agreement to be used by the Company in connection with investor and public relations and securities law compliance, including related legal fees and legal fees relating to minor post-closing corporate matters in the British Virgin Islands, in accordance with Section 3.20 hereof and (ii) Two Hundred Thousand Dollars ($200,000) of the Purchase Price funded on the Closing Date shall be deposited in an escrow account pursuant to the Escrow General Agreement to fund, the Company’s various working capital usages in the United States in accordance with Section 3.21 hereof.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree to purchase the Units for $1.50 per Unit (the “Purchase Price”) for an aggregate purchase price of up to $10,000,000 2,800,000 (the “Offering Amount”), at a per Unit purchase price provided, further, that the Offering Amount can be lowered or waived with the Company’s consent. In the event that the Offering Amount is lowered by the Company, each subscriber that has previously committed funds will receive notification of $4.00 per Unit the lowered Closing Amount no later than forty-eight (48) hours prior to the “Purchase Price”)anticipated closing date and will be required to acknowledge and accept the lowered Offering Amount. The Subject to all conditions to closing being satisfied or waived, the 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 Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 LLP (the “Closing”). Subject to the terms and conditions set forth in this Agreement) no later than September 23, the 2011, which date and time of the Closing shall may be the Closing Date (or such later date as is mutually agreed to extended by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). In the event that the Closing occurs with an amount less than the full Offering Amount of $2,800,000, the Company can hold a subsequent closing for all or any portion of the remaining amount of the Financing Transaction not sold at the time of the Closing. 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 certificates for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A A-1 hereto, (y) its the Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A A-1 attached hereto hereto, and (z) any other documents required to be delivered pursuant to Article IV 4 hereof. At the time of the Closing, each Purchaser shall deliver have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Closing Escrow General Agreement (as hereafter defined). The Company may also, in its sole discretion, terminate the offering and the Company would then notify the Escrow Agent (as defined in the Escrow Deposit Agreement) to return the funds deposited in escrow, in accordance with the Escrow Deposit Agreement.