Common use of Purchase Price and Closing Clause in Contracts

Purchase Price and Closing. 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 Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price (the “Purchase Price”) of the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A. The Purchase Price for the Preferred Shares and the Warrants shall be not less than Two Million Dollars ($2,000,000) and not more than Five Million Dollars ($5,000,000). The Company acknowledges that a portion of the Purchase Price shall be paid by certain Purchasers surrendering for cancellation certain promissory notes issued by the Company to such Purchasers as more fully set forth on Schedule 1.3 hereto. The Company shall be entitled to issue and sell such number of Preferred Shares and Warrants to Purchasers at one or more closings (each, a “Closing”) consummated prior to the filing of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares, in each case pursuant to 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 bound by and subject to the terms and conditions hereof and thereof. Each date on which a Closing takes place under the terms of this Agreement shall be deemed to be a “Closing Date.” Each Closing shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or such other place as the Purchasers and the Company may agree upon, upon the satisfaction of each of the conditions set forth in Article IV hereof. Funding with respect to each Closing shall take place by wire transfer of immediately available funds on or prior to the applicable Closing Date.

Purchase Price and Closing. The 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 that number of the Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The aggregate at a purchase price of USD $5.00 per Preferred Share (the “Purchase Price”) for an aggregate purchase price of the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A. The Purchase Price for the Preferred Shares and the Warrants shall be not no less than Two Million Dollars $5,000,000 ($2,000,000“Minimum Offering ”) and not no more than Five Million Dollars $50,000,000 ($5,000,000the “Maximum Offering ”). The Company acknowledges , provided, however that a portion of the Purchase Price shall be paid by certain Purchasers surrendering for cancellation certain promissory notes issued by if the Company to such Purchasers as more fully set forth on Schedule 1.3 hereto. The and Chardan Capital Markets LLC (the “Placement Agent”) mutually agree, the Company shall be entitled have the right to issue increase the Maximum Offering Amount to $75,000,000. Provided that at least the Minimum Offering shall have been subscribed for, funds representing the sale thereof shall have been deposited in the Funds Escrow Account (as hereinafter defined) and sell such number of Preferred Shares shall have cleared, and Warrants all conditions to Purchasers at one or more closings closing (each, a the “Closing”) consummated prior to have been satisfied or waived, the filing closing of the registration statement providing for the resale purchase and sale of the Conversion Shares and the Warrant Shares, in each case pursuant to 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 bound by and subject to the terms and conditions hereof and thereof. Each date on which a Closing takes place under the terms of this Agreement shall be deemed to be a “Closing Date.” Each Closing Minimum Offering shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx Loeb & Fxxxxxx Loeb, LLP, 1000 Xxxxxx xx xxx Xxxxxxxx300 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 or such other place as no later than October 29, 2010, which date may be extended for an additional 60 days by mutual agreement of the Purchasers Company and the Placement Agent if funds representing the Minimum Offering have not been received by such date (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company may agree uponshall deliver or cause to be delivered to each Purchaser a (i) if the Preferred Shares will be issued in certificated form, upon a certificate for the satisfaction number of each of the conditions Preferred Shares set forth in opposite the name of such Purchaser on Exhibit A hereto, and (ii) any other documents required to be delivered pursuant to Article IV hereof. Funding with respect to At the time of the Closing, each Closing Purchaser shall take place have delivered its Purchase Price by wire transfer of immediately available funds on or prior to the applicable escrow account (“Funds Escrow Account”) pursuant to the escrow agreement between the Company and Collateral Agents LLC (“Funds Escrow Agent”) acting as the escrow agent (“Funds Escrow Agreement”) for the Closing. Any funds deposited into the Funds Escrow Account within sixty (60) days after the Closing DateDate (“Post Closing Period”) shall be distributed to the Company after the deduction of the fee of seven (7.0) percent payable to Placement Agent in accordance with the terms of the Funds Escrow Agreement. No funds may be deposited into the Funds Escrow Account after the Post Closing Period. The Company may, in its sole discretion, terminate the Offering if funds representing the Minimum Offering have not been received by December 29, 2010 and in such event the Company will instruct the Funds Escrow Agent to return the funds deposited in the Funds Escrow Account to the respective Purchasers.

Purchase Price and Closing. The 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 that number of Preferred Shares the Notes and Warrants for an aggregate purchase price of up to Six Hundred Thousand Dollars ($600,000) as set forth opposite their respective names the name of each Purchaser on Exhibit A. The aggregate purchase price (the “Purchase Price”) of the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A. The Purchase Price for the Preferred Shares and the Warrants shall be not less than Two Million Dollars ($2,000,000) and not more than Five Million Dollars ($5,000,000). The Company acknowledges that a portion of the Purchase Price shall be paid by certain Purchasers surrendering for cancellation certain promissory notes issued by the Company to such Purchasers as more fully set forth on Schedule 1.3 A hereto. The Company shall be entitled to issue and sell such number of Preferred Shares and Warrants to Purchasers at one or more closings (each, a “Closing”) consummated prior to the filing of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares, in each case pursuant to terms execution 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 bound by and subject to the terms and conditions hereof and thereof. Each date on which a Closing takes place under the terms of this Agreement shall be deemed to be a “Closing Date.” Each Closing shall take place at the offices of Kxxxxx Xxxxx Xxxxxx Xxxxxxxx & Fxxxxxx LLP, 1000 Xxxxxx xx xxx 0000 X.X. Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx, Xxx XxxxXxxxxx 00000 (the “Closing”) at 10:00 a.m., Xxx Xxxx 00000 Pacific Daylight Time (i) on or before August 10, 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, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree uponupon (the “Closing Date”). During the Borrowing Period and subject to the terms and conditions of this Agreement, upon the satisfaction Company may issue and sell the Notes and Warrants to the Purchasers in an amount not to exceed $600,000 (such amount, the “Purchase Price”) by giving notice thereof to each Purchaser. Within seven (7) business days of receipt of such notice, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the amount of the conditions set forth Purchase Price being drawn upon and (y) a Warrant to purchase the pro rata number of shares of Common Stock corresponding to the Purchase Price (the maximum number of shares to be issued pursuant to such warrants shall be 3,111,000 if the full $600,000 in Article IV hereof. Funding with respect to notes are issued) and each Closing Purchaser shall take place deliver its Purchase Price by wire transfer of immediately to an account designated by the Company. When the Company draws available funds from purchaser the “borrowing period” for the amount requested will represent a period of eighteen (18) months beginning on or prior the Closing Date. If multiple requests are made over a period of time, each request will be treated separately for purposes of determining the 18 month borrowing period. This agreement shall expire on November 15, 2006. Upon expiration of this agreement, if the Company has not drawn the full amount available, the Purchasers shall be entitled to receive, based upon the amount not drawn to the applicable Closing Dateamount available, a pro rata portion of 335,000 shares of Common Stock as a standby commitment fee within thirty (30) days from the date of the expiration of the agreement. Any funds that were drawn during the agreement period will follow the 18 month borrowing period and other terms of purchase.

Purchase Price and Closing. The 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 that number of Preferred Shares the Notes and Warrants set forth opposite their respective names on Exhibit A. The for an aggregate purchase price (the “Purchase Price”) of the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A. The Purchase Price for the Preferred Shares and the Warrants shall be not less than Two up to Fifteen Million Dollars ($2,000,00015,000,000) and not more than Five Million Dollars ($5,000,000the "Purchase Price"). The Company acknowledges that a portion closing of the Purchase Price shall purchase and sale of the Notes and ------------- Warrants to be paid by certain Purchasers surrendering for cancellation certain promissory notes issued acquired by the Purchasers from the Company to such Purchasers as more fully set forth on Schedule 1.3 hereto. The Company shall be entitled to issue and sell such number of Preferred Shares and Warrants to Purchasers at one or more closings (each, a “Closing”) consummated prior to the filing of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares, in each case pursuant to terms of under this Agreement and provided that each such Purchaser executes a signature page hereto and to each of the other Transaction Documents (as defined in Section 2.1(b) hereof) to which the Purchasers are a party, and thereby agrees to be bound by and subject to the terms and conditions hereof and thereof. Each date on which a Closing takes place under the terms of this Agreement shall be deemed to be a “Closing Date.” Each Closing --- shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx Kramer Levin Naftalis & Fxxxxxx LLPFranxxx XXX, 1000 0000 Xxxxxx xx of xxx XxxxxxxxXxericas, Xxx Xxxx, Xxx Xxxx 00000 (xxx "Xxxxxxx") xx 00:00 x.m., ------- New York time (i) on or before December 4, 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, or (ii) at such other time and place or on such date as the Purchasers and the Company may mutually agree uponupon (the "Closing Date"). Subject to the terms and conditions of this ------------- Agreement, upon at the satisfaction of Closing the Company shall deliver or cause to be delivered to each of Purchaser (x) its Notes for the conditions principal amount set forth in 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. Funding with respect to At the Closing, each Closing Purchaser shall take place deliver its Purchase Price by wire transfer of immediately available funds on or prior to an escrow account designated by the applicable Closing Dateescrow agent.

Purchase Price and Closing. The 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 that number of the Series A-1 Preferred Shares Stock and Warrants set forth opposite their respective names on Exhibit A. The for an aggregate purchase price equal to the aggregate amount set forth in Exhibit A (the “Purchase Price”) of the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A. The Purchase Price for the Preferred Shares and the Warrants shall be not less than Two Million Dollars ($2,000,000) and not more than Five Million Dollars ($5,000,000). The Company acknowledges that a portion sale of the Purchase Price shall be paid by certain Purchasers surrendering for cancellation certain promissory notes issued by the Company to such Purchasers as more fully set forth on Schedule 1.3 hereto. The Company shall be entitled to issue and sell such number of Series A-1 Preferred Shares Stock and Warrants to the Purchasers at one shall take place through a closing or more series of closings under this Agreement (each, a each referred to as the “Closing”) consummated prior to the filing of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares), in each case pursuant to terms of this Agreement and provided that taking place on or before October 31, 2008 (each such Purchaser executes a signature page hereto and date referred to each of as the other Transaction Documents (as defined in Section 2.1(b) hereof) “Closing Date”). Exhibit A to which the Purchasers are a party, and thereby agrees to be bound by and subject to the terms and conditions hereof and thereof. Each date on which a Closing takes place under the terms of this Agreement shall be deemed 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 Series A-1 Preferred Stock and Warrants to be a “Closing Date.” Each Closing acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kxxxxx Drinker Xxxxxx & Xxxxx Xxxxxxxx & Fxxxxxx LLP, 1000 One Xxxxx Square, 18th and Xxxxxx xx xxx XxxxxxxxXxxxxxx, Xxx XxxxXxxxxxxxxxxx, Xxx Xxxx 00000 or such other place as the Purchasers and the Company may agree uponXX 00000, upon the satisfaction of each 10:00 a.m. New York time; provided, that all of the conditions set forth in Article IV hereofhereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith. Funding with respect Subject to the terms and conditions of this Agreement, at the Closing, upon payment of the Purchase Price, the Company shall deliver or cause to be delivered to each Closing Purchaser (x) the number of shares of Series A-1 Preferred Stock set forth opposite the name of such Purchaser on Exhibit A hereto and (y) Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall take place by wire transfer of immediately available funds on or prior to the applicable Closing Datedeliver its Purchase Price.

Purchase Price and Closing. The 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 that number of Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price the Units for $1.50 per Unit (the “Purchase Price”) for an aggregate purchase price of up to $6,000,000, provided, however, the Financing Transaction can be closed with a minimum aggregate purchase price of $3,000,000, provided, further, that the minimum amount can be lowered or waived with the Company’s consent. In the event that the minimum amount is lowered by the Company, each subscriber that has previously committed funds will receive notification of the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A. The Purchase Price for the Preferred Shares and the Warrants shall be not less lowered minimum amount no later than Two Million Dollars forty-eight ($2,000,00048) and not more than Five Million Dollars ($5,000,000). The Company acknowledges that a portion of the Purchase Price shall be paid by certain Purchasers surrendering for cancellation certain promissory notes issued by the Company to such Purchasers as more fully set forth on Schedule 1.3 hereto. The Company shall be entitled to issue and sell such number of Preferred Shares and Warrants to Purchasers at one or more closings (each, a “Closing”) consummated hours prior to the filing anticipated closing date and will be required to acknowledge and accept the lowered minimum amount. Subject to all conditions to closing being satisfied or waived, the closing of the registration statement providing for the resale purchase and sale of the Conversion Shares and the Warrant Shares, in each case pursuant to 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 bound by and subject to the terms and conditions hereof and thereof. Each date on which a Closing takes place under the terms of this Agreement shall be deemed to be a “Closing Date.” Each Closing Units shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx Xxxxxx & Fxxxxxx LLPXxxxxx, 1000 Xxxxxx xx xxx XxxxxxxxLLP (the “Closing”) no later than March 31, Xxx Xxxx2011, Xxx Xxxx 00000 which date may be extended by the Company (the “Closing Date”). In the event that the Closing occurs with an amount less than the full offering amount of $6,000,000 (and any permitted over-allotment amount), 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, provided, however, that such subsequent closing must occur no later than April 30, 2011. 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) certificates for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) 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 place documents required to be delivered pursuant to Article 4 hereof. At the time of the Closing, each Purchaser shall have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Escrow Deposit Agreement (as hereafter defined). The Company may also, in its sole discretion, terminate the Purchasers offering and the Company may agree uponwould then notify the Escrow Agent (as defined in the Escrow Deposit Agreement) to return the funds deposited in escrow, upon in accordance with the satisfaction of each of the conditions set forth in Article IV hereof. Funding with respect to each Closing shall take place by wire transfer of immediately available funds on or prior to the applicable Closing DateEscrow Deposit Agreement.

Purchase Price and Closing. The 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 that number of Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The the UNITS for $25,000.00 per Unit (the “Unit Price”) for an aggregate purchase price up to $5,000,000 (the amount paid by each Purchaser is referred herein as the “Purchase Price”) ). Subject to all conditions to closing being satisfied or waived, the closing of the Preferred Shares purchase and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A. The Purchase Price for the Preferred Shares and the Warrants shall be not less than Two Million Dollars ($2,000,000) and not more than Five Million Dollars ($5,000,000). The Company acknowledges that a portion sale of the Purchase Price shall be paid by certain Purchasers surrendering for cancellation certain promissory notes issued by the Company to such Purchasers as more fully set forth on Schedule 1.3 hereto. The Company shall be entitled to issue and sell such number of Preferred Shares and Warrants to Purchasers at one or more closings (each, a “Closing”) consummated prior to the filing of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares, in each case pursuant to 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 bound by and subject to the terms and conditions hereof and thereof. Each date on which a Closing takes place under the terms of this Agreement shall be deemed to be a “Closing Date.” Each Closing UNITS shall take place at the offices of Kxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLPLLP (the “Closing”) by the earlier to 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, 1000 Xxxxxx xx xxx Xxxxxxxxor (b) by 5:00 pm (EDT) on July 30, Xxx Xxxx2014 ( the “Initial Closing 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, Xxx Xxxx 00000 if any), or such other place (b) by 5:00 pm (EDT) on August 14, 2014 ( the “Final 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 August 14, 2014 (the “Final Closing Date”, collectively with the Initial Closing Date are sometimes referred herein as the Purchasers “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) Notes in the amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) 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 4 hereof. At the time of the Closing, each Purchaser shall have delivered its Purchase Price by wire transfer to the escrow account pursuant to the Subscription Agreement and Escrow 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 may agree uponand TriPoint Global Equities, upon LLC (the satisfaction of each of “Placement Agent”) would then notify the conditions set forth Escrow Agent to return the funds deposited in Article IV hereof. Funding escrow, in accordance with respect to each Closing shall take place by wire transfer of immediately available funds on or prior to the applicable Closing DateEscrow Deposit Agreement.

Purchase Price and Closing. The 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 that number up to One Hundred (100) Series B Shares at a purchase price of Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The One Hundred Thousand ($100,000) Dollars per share, for an aggregate purchase price of up to Ten Million Dollars ($10,000,000) (the “Purchase Price”) of the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A. The Purchase Price for the Preferred Shares and the Warrants shall be not less than Two Million Dollars ($2,000,000) and not more than Five Million Dollars ($5,000,000). The Company acknowledges that a portion initial closing of the Purchase Price shall purchase and sale of the Series B Shares to be paid by certain Purchasers surrendering for cancellation certain promissory notes issued acquired by the Purchasers from the Company to such Purchasers as more fully set forth on Schedule 1.3 hereto. The Company shall be entitled to issue and sell such number of Preferred Shares and Warrants to Purchasers at one or more closings (each, a “Closing”) consummated prior to the filing of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares, in each case pursuant to terms of under this Agreement and provided that each such Purchaser executes a signature page hereto and to each of the other Transaction Documents (as defined in Section 2.1(b) hereof) to which the Purchasers are a party, and thereby agrees to be bound by and subject to the terms and conditions hereof and thereof. Each date on which a Closing takes place under the terms of this Agreement shall be deemed to be a “Closing Date.” Each Closing shall take place at the offices of Kxxxxx Xxxxxx Xxxxx Xxxxxxxx & Fxxxxxx Xxxxxxx LLP, 1000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “First Closing”) at 10:00 a.m., New York time on March 29, 2010, or such other place date as the Purchasers and the Company may agree upon, upon and such additional closings (together with the satisfaction First Closing, each, a “Closing”) that may occur from time to time, at the discretion of each the Company, during the 90 days following the First Closing (each, a "Closing Date"); provided, that all of the conditions set forth in Article IV hereof and applicable to a Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at a Closing the Company shall deliver or cause to be delivered to each Purchaser (i) that number of Series B Shares set forth opposite the name of such Purchaser on Exhibit A hereto, and (ii) any other documents required to be delivered pursuant to Article IV hereof. Funding with respect to At a Closing, each Closing Purchaser shall take place deliver its Purchase Price by wire transfer of immediately available funds on or prior to an escrow account designated by the applicable Closing Dateescrow agent.

Purchase Price and Closing. The 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 that number of the Preferred Shares and the Warrants set forth opposite their respective names on Exhibit A. The for an aggregate purchase price of One Million Sixty Two Thousand Dollars ($1,062,000) (the “Purchase Price”) ). The closing of the Preferred Shares purchase and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A. The Purchase Price for sale of the Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall be not less than Two Million Dollars take place at the offices of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ($2,000,000the “Closing”) at 10:00 a.m., New York time (i) on or before April 14, 2006; provided, that all of the conditions set forth in Article IV hereof and not more than Five Million Dollars applicable to the Closing shall have been fulfilled or waived in accordance herewith, or ($5,000,000ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). The Company acknowledges Purchasers acknowledge and agree that a portion of the Purchase Price shall be paid by certain Purchasers surrendering for cancellation certain promissory notes issued by the Company to such Purchasers as more fully set forth on Schedule 1.3 hereto. The Company shall be entitled to issue and sell such number may consummate the sale of additional Preferred Shares and Warrants to Purchasers at one or more closings (eachother purchasers, a “Closing”) consummated prior on terms substantially similar to the filing of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares, in each case pursuant to 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) ), which closing shall occur no later than June 5, 2006, for an aggregate purchase price of up to which $3,900,000 and a per share purchase price of $0.75 (the Purchasers are a party, “Additional Preferred Stock and thereby agrees to be bound by and subject Warrant Financing”). Subject to the terms and conditions hereof and thereof. Each date on which a Closing takes place under the terms of this Agreement Agreement, at the Closing the Company shall be deemed deliver or cause to be delivered to each Purchaser (x) a “Closing Date.” Each Closing shall take place at certificate for the offices number of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or such other place as the Purchasers and the Company may agree upon, upon the satisfaction of each of the conditions Preferred Shares set forth in 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. Funding with respect to At the Closing, each Closing Purchaser shall take place deliver its Purchase Price by wire transfer of immediately available funds on or prior to an account designated by the applicable Closing Date.Company. ­

Purchase Price and Closing. The Subject to the terms and conditions -------------------------- hereof, the Company agrees (a) 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 Series A Preferred Shares Stock, Series A Warrants and Series B Warrants set forth opposite their respective names on Exhibit A. The for an aggregate purchase price of up to Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “"Purchase Price”"); (b) to issue -------------- and sell to the DVA Shareholders and, in consideration of and in express reliance upon the Preferred representations, warranties, covenants, terms and conditions of this Agreement, the DVA Shareholders, severally but not jointly, agree to exchange the DVA Shares and DVA Warrant for Series B Preferred Stock, Series C Preferred Stock, and Series C Warrants, as applicable, as referenced in Section ------- 1.2 above; and (c) to issue to the Lender and, in consideration of and in --- express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Lender agrees, to accept, in exchange for good and valuable consideration, the Series D Warrant, as referenced in Section 1.3 ----------- above. The Series A Preferred Stock, Series A Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A. The Purchase Price for the Preferred Shares and the Series B Warrants shall be not less than Two Million Dollars sold and funded, and the Series B Preferred Stock, Series C Preferred Stock, Series C Warrants and Series D Warrants issued, in a closing ($2,000,000the "Closing") and not more than Five Million Dollars which shall take place on or before January __, 2006 ($5,000,000the "Closing ------- ------- Date"). The Company acknowledges that a portion of the Purchase Price shall be paid by certain Purchasers surrendering for cancellation certain promissory notes issued by the Company to such Purchasers as more fully set forth on Schedule 1.3 hereto. The Company shall be entitled to issue and sell such number of Preferred Shares and Warrants to Purchasers at one or more closings (each, a “Closing”) consummated prior to the filing of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares, in each case pursuant to 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 bound by and subject to the terms and conditions hereof and thereof. Each date on which a Closing takes place under the terms of this Agreement shall be deemed to be a “Closing Date.” Each Closing shall take place at the offices office of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or such other place as the Purchasers and counsel for the Company may agree uponas ---- set forth herein, upon the satisfaction at 10:00 a.m., eastern time; provided, however, that all of each of ----------------- the conditions set forth in Article IV hereofhereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith. Funding with respect Subject to the terms and conditions of this Agreement, at the Closing, the Company shall deliver or cause to be delivered to each Closing Purchaser (x) its Series A Preferred Stock and (y) its Series A Warrants and Series B Warrants. At the Closing, each Purchaser shall take place deliver its Purchase Price by wire transfer of immediately available funds on or prior to an account designated by the Company. In addition, subject to the applicable Closing Dateterms and conditions of this Agreement, at the Closing, the Company shall deliver or cause to be delivered to each DVA Shareholder (x) its Series B Preferred Stock or Series C Preferred Stock for the number of shares set forth opposite the name of such DVA Shareholder on Exhibit B hereto and (y) the Series C Warrants to ---------- purchase such number of shares of Common Stock as is set forth the name of such DVA Shareholder on Exhibit B attached hereto. At the Closing, each DVA ---------- Shareholder shall deliver his or its DVA Shares and TotalCFO shall deliver its DVA Warrant. In addition, subject to the terms and conditions of this Agreement, at the Closing, the Company shall deliver or cause to be delivered to the Lender the Series D Warrant to purchase such number of shares of Common Stock as is set forth in Section 1.3 above. ----------- The Series A Warrants, Series B Warrants, Series C Warrants and Series D Warrant are referred to collectively as the "Warrants." The number of shares of -------- Common Stock issuable to each Purchaser or DVA Shareholder upon exercise of the Warrants are referred to herein collectively as the "Warrant Shares". Any shares of Common Stock issuable upon conversion of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are herein referred to as the "Conversion Shares." ----------------- The Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Warrants and Warrant Shares are sometimes collectively referred to herein as the "Securities." ----------

Purchase Price and Closing. The 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 that number up to Twenty (20) Series B Shares at a purchase price of Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The One Hundred Thousand ($100,000) Dollars per share, for an aggregate purchase price of up to Ten Million Dollars ($10,000,000) (the “Purchase Price”) of the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A. The Purchase Price for the Preferred Shares and the Warrants shall be not less than Two Million Dollars ($2,000,000) and not more than Five Million Dollars ($5,000,000). The Company acknowledges that a portion initial closing of the Purchase Price shall purchase and sale of the Series B Shares to be paid by certain Purchasers surrendering for cancellation certain promissory notes issued acquired by the Purchasers from the Company to such Purchasers as more fully set forth on Schedule 1.3 hereto. The Company shall be entitled to issue and sell such number of Preferred Shares and Warrants to Purchasers at one or more closings (each, a “Closing”) consummated prior to the filing of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares, in each case pursuant to terms of under this Agreement and provided that each such Purchaser executes a signature page hereto and to each of the other Transaction Documents (as defined in Section 2.1(b) hereof) to which the Purchasers are a party, and thereby agrees to be bound by and subject to the terms and conditions hereof and thereof. Each date on which a Closing takes place under the terms of this Agreement shall be deemed to be a “Closing Date.” Each Closing shall take place at the offices of Kxxxxx Xxxxxx Xxxxx Xxxxxxxx & Fxxxxxx Xxxxxxx LLP, 1000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “First Closing”) at 10:00 a.m., New York time on September 30, 2010, or such other place date as the Purchasers and the Company may agree upon, upon and such additional closings (together with the satisfaction First Closing, each, a “Closing”) that may occur from time to time, at the discretion of each the Company, during the 90 days following the First Closing (each, a "Closing Date"); provided, that all of the conditions set forth in Article IV hereof and applicable to a Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at a Closing the Company shall deliver or cause to be delivered to each Purchaser (i) that number of Series B Shares set forth opposite the name of such Purchaser on Exhibit A hereto, and (ii) any other documents required to be delivered pursuant to Article IV hereof. Funding with respect to At a Closing, each Closing Purchaser shall take place deliver its Purchase Price by wire transfer of immediately available funds on or prior to an escrow account designated by the applicable Closing Dateescrow agent.

Purchase Price and Closing. The 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 that number up to two thousand (2,000) Series A Shares at a purchase price of Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The Four Thousand Hundred ($4,000) Dollars per share, for an aggregate purchase price of up to Eight Million Dollars ($8,000,000) (the “Purchase Price”) of the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A. The Purchase Price for the Preferred Shares and the Warrants shall be not less than Two Million Dollars ($2,000,000) and not more than Five Million Dollars ($5,000,000). The Company acknowledges that a portion initial closing of the Purchase Price shall purchase and sale of the Series A Shares to be paid by certain Purchasers surrendering for cancellation certain promissory notes issued acquired by the Purchasers from the Company to such Purchasers as more fully set forth on Schedule 1.3 hereto. The Company shall be entitled to issue and sell such number of Preferred Shares and Warrants to Purchasers at one or more closings (each, a “Closing”) consummated prior to the filing of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares, in each case pursuant to terms of under this Agreement and provided that each such Purchaser executes a signature page hereto and to each of the other Transaction Documents (as defined in Section 2.1(b) hereof) to which the Purchasers are a party, and thereby agrees to be bound by and subject to the terms and conditions hereof and thereof. Each date on which a Closing takes place under the terms of this Agreement shall be deemed to be a “Closing Date.” Each Closing shall take place at the offices of Kxxxxx Xxxxxx Xxxxx Xxxxxxxx & Fxxxxxx Xxxxxxx LLP, 1000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “First Closing”) at 10:00 a.m., New York time on November 25, 2008, or such other place date as the Purchasers and the Company may agree upon, upon and such additional closings (together with the satisfaction First Closing, each, a “Closing”) that may occur from time to time, at the discretion of each the Company, during the 90 days following the First Closing (each, a "Closing Date"); provided, that all of the conditions set forth in Article IV hereof and applicable to a Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at a Closing the Company shall deliver or cause to be delivered to each Purchaser (i) that number of (x) Series A Shares and (y) a Warrant to purchase such number of shares of Common Stock set forth opposite the name of such Purchaser on Exhibit A hereto, and (ii) any other documents required to be delivered pursuant to Article IV hereof. Funding with respect to At a Closing, each Closing Purchaser shall take place deliver its Purchase Price by wire transfer of immediately available funds on or prior to an escrow account designated by the applicable Closing Dateescrow agent.

Purchase Price and Closing. The 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 that number of the Series B Preferred Shares Stock, Common Stock and Warrants set forth opposite their respective names on Exhibit A. The Series C Preferred Stock for an aggregate purchase price equal to the aggregate amount set forth in Exhibit A (the “Purchase Price”) ). The sale of the Series B Preferred Shares Stock, Common Stock and Warrants being acquired by Series C Preferred Stock to the Purchasers shall take place through a closing or series of closings under this Agreement (each Purchaser is set forth opposite such Purchaser’s name referred to as the “Closing”), the first of which shall take place on Exhibit A. The Purchase Price for the Preferred Shares and the Warrants shall be not less than Two Million Dollars or before June 30, 2009 in an aggregate amount of at least two million dollars ($2,000,000) and not more than Five Million Dollars the remainder of which shall take place on or before July 15, 2009 ($5,000,000each such date referred to as the “Closing Date”). The Company acknowledges that a portion of the Purchase Price shall be paid by certain Purchasers surrendering for cancellation certain promissory notes issued by the Company Exhibit A to such Purchasers as more fully set forth on Schedule 1.3 hereto. The Company shall be entitled to issue and sell such number of Preferred Shares and Warrants to Purchasers at one or more closings (each, a “Closing”) consummated prior to the filing of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares, in each case pursuant to 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 bound by and subject to the terms and conditions hereof and thereof. Each date on which a Closing takes place under the terms of this Agreement shall be deemed 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 Series B Preferred Stock to be a “Closing Date.” Each Closing acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kxxxxx the Company, 00 Xxxxx Xxxxxxxx & Fxxxxxx LLPXxxxxxx, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx XxxxXxxxxxxxxxxxx 00000, Xxx Xxxx 00000 or such other place as the Purchasers and the Company may agree upon10:00 a.m. New York time; provided, upon the satisfaction of each that all of the conditions set forth in Article IV hereofhereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith. Funding with respect Subject to the terms and conditions of this Agreement, at the Closing, upon payment of the Purchase Price, the Company shall deliver or cause to be delivered to each Closing Purchaser (x) the number of shares of Series B Preferred Stock set forth opposite the name of such Purchaser on Exhibit A hereto and (y) the number of shares of Common Stock (and Series C Preferred Stock, if applicable) set forth opposite the name of such Purchaser on Exhibit A hereto. At the Closing, each Purchaser shall take place by wire transfer of immediately available funds on or prior deliver its Purchase Price. The Series B Preferred Stock, the Common Stock and the Series C Preferred Stock are sometimes collectively referred to herein as the applicable Closing Date“Securities.”

Purchase Price and Closing. 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 Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price (the “Purchase Price”) of the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s 's name on Exhibit A. The Purchase Price for closing of the purchase and sale of the Preferred Shares and the Warrants shall be not less than Two Million Dollars ($2,000,000) and not more than Five Million Dollars ($5,000,000). The Company acknowledges that a portion of the Purchase Price shall be paid by certain Purchasers surrendering for cancellation certain promissory notes issued by the Company to such Purchasers as more fully set forth on Schedule 1.3 hereto. The Company shall be entitled to issue and sell such number of Preferred Shares and Warrants to Purchasers at one or more closings (each, a “"Closing”") consummated prior to be acquired by the filing of Purchasers from the registration statement providing for the resale of the Conversion Shares and the Warrant Shares, in each case pursuant to terms of Company under this Agreement and provided that each such Purchaser executes a signature page hereto and to each of the other Transaction Documents (as defined in Section 2.1(b) hereof) to which the Purchasers are a party, and thereby agrees to be bound by and subject to the terms and conditions hereof and thereof. Each date on which a Closing takes place under the terms of this Agreement shall be deemed to be a “Closing Date.” Each Closing shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Flattau & Fxxxxxx LLPKlimpl, 1000 LLP 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing") at 10:00 a.m. Pacific Time (i) on the date on which the last to be fulfilled or waived of the conditions set forth in Article IV hereof and applicable to such Closing shall be fulfilled or waived in accordance herewith or (ii) such other time and place or on such date as the Purchasers and the Company may agree uponupon (each, upon a "Closing Date"). On or before each Closing Date, the satisfaction Company shall deliver to the escrow agent (the "Escrow Agent") identified in the Escrow Agreement attached hereto as Exhibit D (the "Escrow Agreement") the certificates for the number and series of each of the conditions Preferred Shares set forth opposite each Purchaser's name under the heading "Number of Preferred Shares to be Purchased" on Exhibit A hereto, registered in Article IV hereof. Funding with respect such Purchaser's name (or its nominee) and prior to each Closing Date each Purchaser shall take place pay by wire transfer of immediately available funds into escrow the purchase price set forth opposite each such Purchaser's name on Exhibit A. In addition, each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to each Closing. This Agreement shall terminate if the applicable Closing Dateof the first tranche of Preferred Shares (the "Tranche I Closing") has not occurred by January 30, 2000. The Company acknowledges that the purchase price of Lightline Limited ("Lightline") pro rata portion of the Preferred Shares and Warrants was advanced and evidenced by a promissory note issued by the Company in favor of Lightline for the principal amount of $300,000 (the "Promissory Note"). At the Closing, the Company shall deliver to the Escrow Agent stock certificates (in such denominations as Lightline shall request) representing the shares of Preferred Stock equal to the total amount of principal and interest accrued and outstanding under the Promissory Note on the date of the Tranche I Closing. Notwithstanding anything to the contrary set forth in this Agreement, the aggregate number of Preferred Stock to be sold hereunder shall not exceed two hundred (200).

Purchase Price and Closing. The 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 that number up to one thousand (1,000) Series A-1 Shares at a purchase price of Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The Four Thousand Hundred ($4,000) Dollars per share, for an aggregate purchase price of up to Five Million Dollars ($5,000,000) (the “Purchase Price”) of the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser’s name on Exhibit A. The Purchase Price for the Preferred Shares and the Warrants shall be not less than Two Million Dollars ($2,000,000) and not more than Five Million Dollars ($5,000,000). The Company acknowledges that a portion initial closing of the Purchase Price shall purchase and sale of the Series A-1 Shares to be paid by certain Purchasers surrendering for cancellation certain promissory notes issued acquired by the Purchasers from the Company to such Purchasers as more fully set forth on Schedule 1.3 hereto. The Company shall be entitled to issue and sell such number of Preferred Shares and Warrants to Purchasers at one or more closings (each, a “Closing”) consummated prior to the filing of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares, in each case pursuant to terms of under this Agreement and provided that each such Purchaser executes a signature page hereto and to each of the other Transaction Documents (as defined in Section 2.1(b) hereof) to which the Purchasers are a party, and thereby agrees to be bound by and subject to the terms and conditions hereof and thereof. Each date on which a Closing takes place under the terms of this Agreement shall be deemed to be a “Closing Date.” Each Closing shall take place at the offices of Kxxxxx Xxxxxx Xxxxx Xxxxxxxx & Fxxxxxx Xxxxxxx LLP, 1000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “First Closing”) at 10:00 a.m., New York time on March 16, 2009, or such other place date as the Purchasers and the Company may agree upon, upon and such additional closings (together with the satisfaction First Closing, each, a “Closing”) that may occur from time to time, at the discretion of each the Company, during the 90 days following the First Closing (each, a "Closing Date"); provided, that all of the conditions set forth in Article IV hereof and applicable to a Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at a Closing the Company shall deliver or cause to be delivered to each Purchaser (i) that number of (x) Series A-1 Shares and (y) a Warrant to purchase such number of shares of Common Stock set forth opposite the name of such Purchaser on Exhibit A hereto, and (ii) any other documents required to be delivered pursuant to Article IV hereof. Funding with respect to At a Closing, each Closing Purchaser shall take place deliver its Purchase Price by wire transfer of immediately available funds on or prior to an escrow account designated by the applicable Closing Dateescrow agent.

Purchase Price and Closing. The 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 that number of Preferred the Shares and Warrants set forth opposite their respective names on Exhibit A. The for an aggregate purchase price of Two Million One Hundred Seventy Five Thousand ($2,175,000) Dollars (the “Purchase Price”) ). The closing of the Preferred purchase and sale of the Shares and Warrants being (collectively, “Securities”) to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX (the “Closing”) at 10:00 a.m. (local time) (i) on or before May 31, 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, 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 is certificates evidencing its respective Shares, as set forth opposite the name of such Purchaser on Exhibit A hereto. At the Closing, (i) each Purchaser set forth on Schedule 1.2(a) shall deliver its respective portion of the Purchase Price, as set forth opposite the name of such Purchaser on Exhibit A hereto, by wire transfer to an account designated by the Company, and (ii) each Purchaser set forth on Schedule 1.2(b) shall deliver its respective portion of the Purchaser Price, as set forth opposite such Purchaser on Exhibit A hereto, by irrevocably and voluntarily surrendering, selling, assigning, transferring and conveying to the Company for cancellation such Purchaser’s Junior Unsecured Subordinated Note, in the amount as set forth opposite such Purchaser’s name on Exhibit A. The Purchase Price for the Preferred Shares and the Warrants shall be not less than Two Million Dollars ($2,000,000) and not more than Five Million Dollars ($5,000,000Schedule 1.2(b). The Company acknowledges that a portion of the Purchase Price shall be paid by certain Purchasers surrendering for cancellation certain promissory notes issued by the Company to such Purchasers as more fully set forth on Schedule 1.3 hereto. The Company shall be entitled to issue and sell such number of Preferred Shares and Warrants to Purchasers at one or more closings (each, a “Closing”) consummated prior to the filing of the registration statement providing for the resale of the Conversion Shares and the Warrant Shares, in each case pursuant to 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 bound by and subject to the terms and conditions hereof and thereof. Each date on which a Closing takes place under the terms of this Agreement shall be deemed to be a “Closing Date.” Each Closing shall take place at the offices of Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or such other place as the Purchasers and the Company may agree upon, upon the satisfaction of each of the conditions set forth in Article IV hereof. Funding with respect to each Closing shall take place by wire transfer of immediately available funds on or prior to the applicable Closing Date.