Common use of Additional Closing Date Clause in Contracts

Additional Closing Date. The Company is required to deliver a notice (the “Additional Closing Notice”) certifying that the Shareholder Approval (as defined below) is effective. The Additional Closing Notice must be delivered to each Buyer by the earlier to occur of (the “Additional Closing Notice Deadline”) (unless the Additional Closing Notice Deadline is waived by the Buyers) (x) five (5) Business Days after the Securities and Exchange Commission (the “SEC”) indicates it has no comments or no further review to the information or proxy statement (the “SEC Statement”) filed in connection with the Shareholder Approval (as defined below) (the “SEC Indication of Completion of Review”), and (y) (i) in the event the SEC does not review the SEC Statements, April 5, 2006 and (ii) otherwise July 20, 2006. The date and time of the closing (the “Additional Closing”, and together with the Initial Closing, the “Closing”) of the purchase of the Preferred Shares (the “Additional Closing Date”, and together with the Initial Closing Date, the “Closing Date”) shall be 10:00 a.m., New York Time, on the earlier of (the “Additional Closing Deadline”) (or such other date as is mutually agreed to by the Company and each Buyer) (x) the later of (A) the fifth (5th) Business Day after the date that the Additional Closing Notice has been delivered to each Buyer and (B) in the event that there has been no previous mailing of the applicable SEC Statement or the applicable rules and regulations of the SEC requires an additional mailing of the applicable SEC Statement, a date indicated in the Additional Closing Notice which may be up to twenty-two calendar days after the SEC Indication of Completion of Review and (y) (I) in the event the SEC does not review the SEC Statements, April 15, 2006 and (II) otherwise July 31, 2006. The Additional Closing shall occur at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The Additional Closing Notice shall be irrevocable and must be delivered to each Buyer. Notwithstanding anything in this Agreement to the contrary, the Company shall not be entitled to require the Buyers to purchase the Preferred Shares unless the requirements of Section 7(b) below are satisfied or waived by each Buyer.

Additional Closing Date. The Company is required to deliver a notice (the “Additional Closing Notice”) certifying that the Shareholder Approval (as defined below) is effective. The Additional Closing Notice must be delivered to each Buyer by the earlier to occur of (the “Additional Closing Notice Deadline”) (unless the Additional Closing Notice Deadline is waived by the Buyers) (x) five (5) Business Days after the Securities and Exchange Commission (the “SEC”) indicates it has no comments or no further review to the information or proxy statement (the “SEC Statement”) filed in connection with the Shareholder Approval (as defined below) (the “SEC Indication of Completion of Review”), and (y) (i) in the event the SEC does not review the SEC Statements, April 5, 2006 and (ii) otherwise July 20, 2006. The date and time of the closing (the “Additional Closing”, and together with the Initial Closing, the “Closing”) of the purchase of the Preferred Shares (the “each Additional Closing (each, an "ADDITIONAL CLOSING Date”, and together with the Initial Closing Date, the “Closing Date”") shall be 10:00 a.m., New York Time, on the earlier date specified in the Additional Debenture Notice (as defined below), subject to satisfaction (or waiver) of (the “conditions to each Additional Closing Deadline”set forth in Sections 2.2(b) and 2.3(b) and the conditions contained in this Section 2.1(c) (or such other later date as is mutually agreed to by the Company and the applicable Purchaser). Subject to the requirements of Sections 2.2(b) and 2.3(b) and the conditions contained in this Section 2.1(c) each BuyerPurchaser may purchase, at such Purchaser's option, Additional Debentures by delivering written notice to the Company (an "ADDITIONAL DEBENTURE NOTICE") (x) at any time during the later of (A) the fifth (5th) Business Day period beginning after the date that hereof and ending on and including the date which is the eighteen month anniversary of the effectiveness of the Registration Statement relating to the Initial Debentures and Initial Warrants. The Additional Debenture Notice shall be delivered at least ten Business Days prior to the Additional Closing Notice has been delivered to each Buyer and (B) in the event that there has been no previous mailing of the applicable SEC Statement or the applicable rules and regulations of the SEC requires an additional mailing of the applicable SEC Statement, a date indicated Date set forth in the Additional Closing Notice which may be up to twenty-two calendar days after the SEC Indication of Completion of Review and (y) (I) in the event the SEC does not review the SEC Statements, April 15, 2006 and (II) otherwise July 31, 2006Debenture Notice. The Additional Closing Debenture Notice shall occur set forth (i) the principal amount of Additional Debentures and related Additional Warrants to be purchased by such Purchaser at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The applicable Additional Closing Notice shall be irrevocable and must be delivered to each Buyer. Notwithstanding anything in this Agreement Date, which principal amount, when added to the contraryprincipal amount of any Additional Debentures previously purchased by such Purchaser, the Company shall not exceed such Purchaser's Additional Investment Amount, (ii) the aggregate Purchase Price for the Additional Debentures and related Additional Warrants to be entitled purchased and (iii) the Additional Closing Date. As used herein, "BUSINESS DAY" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to require the Buyers to purchase the Preferred Shares unless the requirements of Section 7(b) below are satisfied or waived by each Buyerremain closed.

Additional Closing Date. The Company is required to deliver a notice (the “Additional Closing Notice”) certifying that the Shareholder Approval (as defined below) is effective. The Additional Closing Notice must be delivered to each Buyer by the earlier to occur of (the “Additional Closing Notice Deadline”) (unless the Additional Closing Notice Deadline is waived by the Buyers) (x) five (5) Business Days after the Securities and Exchange Commission (the “SEC”) indicates it has no comments or no further review to the information or proxy statement (the “SEC Statement”) filed in connection with the Shareholder Approval (as defined below) (the “SEC Indication of Completion of Review”), and (y) (i) in the event the SEC does not review the SEC Statements, April 5, 2006 and (ii) otherwise July 20, 2006. The date and time of the closing Additional Closings (the “Additional Closing”, and together with the Initial Closing, the “Closing”) of the purchase of the Preferred Shares (the “each an "Additional Closing Date”, ," and together with the Initial Closing Date, the “each a "Closing Date”" and collectively, the "Closing Dates") shall be 10:00 a.m., New York TimeCity time, on the earlier of (date specified in the “applicable Additional Closing Deadline”Notice (as defined below), subject to satisfaction (or waiver) of the conditions to Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(c) (or such other later date as is mutually agreed to by the Company and the applicable Buyer). Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), each Buyer may purchase (provided that such Buyer was a Buyer under this Agreement on the date hereof and such Buyer holds all of the Preferred Shares purchased hereunder at the time of such Additional Closing), at such Buyer's option, Additional Preferred Shares by delivering written notice to the Company (an "Additional Closing Notice") (x) at any time during the later of (A) the fifth (5th) Business Day period beginning after the date that hereof and ending on March 20, 2008 (the "Additional Closing Notice has been delivered to each Buyer and (B) in Expiration Date"), which Additional Closing Expiration Date may be extended at the event that there has been no previous mailing option of the applicable SEC Statement or the applicable rules and regulations of the SEC requires an additional mailing of the applicable SEC Statement, Company to a date indicated in the Additional Closing Notice which may be up to twenty-two calendar days after the SEC Indication of Completion of Review and (y) (I) in the event the SEC does not review the SEC Statementslater than May 20, April 15, 2006 and (II) otherwise July 31, 2006. The Additional Closing shall occur at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇2008. The Additional Closing Notice shall be irrevocable and must be delivered to each Buyer. Notwithstanding anything in this Agreement at least ten (10) Business Days prior to the contraryapplicable Additional Closing Date set forth in such Additional Closing Notice. An Additional Closing Notice shall set forth (i) the number of Additional Preferred Shares to be purchased by such Buyer at the Additional Closing, the Company which number of shares shall not be entitled to require exceed the Buyers to purchase the number of Additional Preferred Shares unless as is set forth opposite such Buyer's name in column (4) on the requirements Schedule of Section 7(bBuyers, (ii) below the aggregate Additional Purchase Price for the Additional Preferred Shares to be purchased and (iii) the proposed Additional Closing Date. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are satisfied authorized or waived required by each Buyerlaw to remain closed.

Additional Closing Date. The Company is required to deliver a notice (the “Additional Closing Notice”) certifying that the Shareholder Approval (as defined below) is effective. The Additional Closing Notice must be delivered to each Buyer by the earlier to occur of (the “Additional Closing Notice Deadline”) (unless the Additional Closing Notice Deadline is waived by the Buyers) (x) five (5) Business Days after the Securities and Exchange Commission (the “SEC”) indicates it has no comments or no further review to the information or proxy statement (the “SEC Statement”) filed in connection with the Shareholder Approval (as defined below) (the “SEC Indication of Completion of Review”), and (y) (i) in the event the SEC does not review the SEC Statements, April 5, 2006 and (ii) otherwise July 20, 2006. The date and time of the closing Additional Closing (the “Additional Closing”, and together with the Initial Closing, the “Closing”) of the purchase of the Preferred Shares (the “Additional Closing Date”, and together with the Initial Closing Date, the “Closing Date”) shall be 10:00 a.m., New York Timetime, on the earlier six month anniversary of (the “Additional Initial Closing Deadline”) Date (or such other later date as is mutually agreed to by the Company and each Buyer). If on the fifteenth calendar day immediately prior to the Additional Closing Date (the “Additional Closing Eligibility Date”) (x) the later of Market Price (Aas defined in the Initial Notes) on the fifth Trading Day (5thas defined in the Initial Notes) Business Day after the date that immediately prior the Additional Closing Notice Eligibility Date and on each Trading Day during the period commencing on the Additional Closing Eligibility Date and ending and including the Trading Day immediately prior to the Additional Closing Date exceeds $2.00 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions), (y) on or prior to the Additional Closing Date, the Company has been delivered satisfied (or the Buyers have waived) the conditions to each Buyer such Closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below and (Bz) in the event that there has been no previous mailing Equity Conditions Failure (as defined in the Initial Notes), the Company shall have the right to require each Buyer to purchase an Additional Note in the original principal amount not in excess of the applicable SEC Statement or amount set forth opposite such Buyer’s name in column (4) on the applicable rules and regulations Schedule of Buyers (each, a “Maximum Additional Note Amount”). Subject to the satisfaction of the SEC requires conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below, the Company may exercise its right to require an additional mailing of the applicable SEC Statement, a date indicated in Additional Closing by delivering on the Additional Closing Notice which may be up Eligibility Date a written notice thereof by facsimile and overnight courier to twenty-two calendar days after all, but not less than all, of the SEC Indication holders of Completion of Review and Initial Notes (y) (I) in the event the SEC does not review the SEC Statements, April 15, 2006 and (II) otherwise July 31, 2006. The “Additional Closing shall occur at Notice” and the offices date all of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇the holders received such notice by facsimile is referred to as the “Additional Closing Notice Date”). The Additional Closing Notice shall be irrevocable irrevocable. The Additional Closing Notice shall (A) specify the Additional Closing Date, (B) specify the aggregate principal amount of Additional Notes to be purchased by such Buyer at the Additional Closing and must be delivered (C) certify that the Market Price on the Trading Day immediately prior the Additional Closing Eligibility Date exceeds $2.00 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions) and (D) certify that there has been no Equity Conditions Failure; provided, however, that the Company may not require any Buyer to each purchase Additional Notes in excess of the Maximum Additional Note Amount of such Buyer. Notwithstanding anything in this Agreement to For the contraryavoidance of doubt, the Company shall not be entitled to require effect an Additional Closing if on the Buyers to purchase Additional Closing Date there is an Equity Conditions Failure or the Preferred Shares unless Market Price on the requirements of Section 7(b) below are satisfied Trading Day immediately prior the Additional Closing Date does not exceed $2.00 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or waived by each Buyerother similar transactions).

Additional Closing Date. The Company is required to deliver a notice (the “Additional Closing Notice”) certifying that the Shareholder Approval (as defined below) is effective. The Additional Closing Notice must be delivered to each Buyer by the earlier to occur of (the “Additional Closing Notice Deadline”) (unless the Additional Closing Notice Deadline is waived by the Buyers) (x) five (5) Business Days after the Securities and Exchange Commission (the “SEC”) indicates it has no comments or no further review to the information or proxy statement (the “SEC Statement”) filed in connection with the Shareholder Approval (as defined below) (the “SEC Indication of Completion of Review”), and (y) (i) in the event the SEC does not review the SEC Statements, April 5, 2006 and (ii) otherwise July 20, 2006. The date and time of the closing Additional Closings (the “Additional Closing”, and together with the Initial Closing, the “Closing”) of the purchase of the Preferred Shares (the “each an "Additional Closing Date”, ," and together with the Initial Closing Date, the “each a "Closing Date”" and collectively, the "Closing Dates") shall be 10:00 a.m., New York TimeCity time, on the earlier of (date specified in the “applicable Additional Closing Deadline”Notice (as defined below), subject to satisfaction (or waiver) of the conditions to Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(c) (or such other later date as is mutually agreed to by the Company and the applicable Buyer). Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), each Buyer may purchase (provided that such Buyer was a Buyer under this Agreement on the date hereof and such Buyer holds all of the Preferred Shares purchased hereunder at the time of such Additional Closing), at such Buyer's option, Additional Preferred Shares by delivering written notice to the Company (an "Additional Closing Notice") (x) at any time during the later of (A) the fifth (5th) Business Day period beginning after the date that hereof and ending on the Additional Closing Notice has been delivered to each Buyer date one hundred and twenty (B120) in the event that there has been no previous mailing of the applicable SEC Statement or the applicable rules and regulations of the SEC requires an additional mailing of the applicable SEC Statement, a date indicated in the Additional Closing Notice which may be up to twenty-two calendar days after the SEC Indication of Completion of Review and Initial Closing Date (y) (I) in the event the SEC does not review the SEC Statements, April 15, 2006 and (II) otherwise July 31, 2006. The "Additional Closing shall occur Expiration Date"), which Additional Closing Expiration Date may be extended at the offices option of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇the Company to a date not later than one hundred and eighty (180) days after the Initial Closing Date. The Additional Closing Notice shall be irrevocable and must be delivered to each Buyer. Notwithstanding anything in this Agreement at least ten (10) Business Days prior to the contraryapplicable Additional Closing Date set forth in such Additional Closing Notice. An Additional Closing Notice shall set forth (i) the number of Additional Preferred Shares to be purchased by such Buyer at the Additional Closing, the Company which number of shares shall not be entitled to require exceed the Buyers to purchase the number of Additional Preferred Shares unless as is set forth opposite such Buyer's name in column (4) on the requirements Schedule of Section 7(bBuyers, (ii) below the aggregate Additional Purchase Price for the Additional Preferred Shares to be purchased and (iii) the proposed Additional Closing Date. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are satisfied authorized or waived required by each Buyerlaw to remain closed.

Additional Closing Date. The (i) Subject to timely delivery by the Company is required to deliver the Buyers of a notice (the “valid Company Additional Closing Notice”) certifying that the Shareholder Approval Note Notice (as defined below) is effective. The Additional Closing Notice must be delivered to each or by any Buyer by the earlier to occur of (the “Additional Closing Notice Deadline”) (unless the Additional Closing Notice Deadline is waived by the Buyers) (x) five (5) Business Days after the Securities and Exchange Commission (the “SEC”) indicates it has no comments or no further review to the information or proxy statement (the “SEC Statement”) filed in connection with the Shareholder Approval Company of a Buyer’s Additional Note Notice (as defined below) (the “SEC Indication of Completion of Review”), and (y) (i) in the event the SEC does not review the SEC Statements, April 5, 2006 and (ii) otherwise July 20, 2006. The date and time of the closing each Additional Closing (the each, an “Additional Closing”, and together with the Initial Closing, the “Closing”) of the purchase of the Preferred Shares (the “Additional Closing Date”, and together with the Initial Closing Date, the “Closing Date”) shall be 10:00 a.m., New York Time, on the earlier date specified in the applicable Company Additional Note Notice or Buyer’s Additional Note Notice, as applicable, subject to satisfaction (or waiver) of (the “conditions to the Additional Closing Deadline”set forth in Sections 6(b) and 7(b) below and the conditions set forth in this Section 1(c) (or such other date or time as is mutually agreed to by the Company and the Buyers). Subject to the requirements of Sections 6(b) and 7(b) below and the conditions contained in this Section 1(c), the Company on one occasion may require each Buyer severally, but not jointly, to purchase up to such principal amount of Additional Notes as is set forth opposite such Buyer’s name in column (4) (x) on the later Schedule of (A) the fifth (5th) Business Day after the date that Buyers on the Additional Closing Notice has been delivered Date by delivering written notice (the “Company Additional Note Notice”) to each Buyer on any date from and (B) in after the event that there has been no previous mailing nine-month anniversary of the applicable SEC Statement or Initial Closing Date and prior to the applicable rules and regulations of the SEC requires an additional mailing of the applicable SEC Statement, a date indicated in the Additional Closing Notice which may be up to twenty-two calendar days after month anniversary of the SEC Indication Initial Closing Date (the “Additional Note Notice Period”; and the date of Completion receipt of Review and (y) (I) in the event Company Additional Note Notice, the SEC does not review the SEC Statements, April 15, 2006 and (II) otherwise July 31, 2006“Additional Note Notice Date”). The Company Additional Closing shall occur at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The Additional Closing Note Notice shall be irrevocable and must be delivered to each Buyer. The Company Additional Note Notice shall set forth (i) each Buyer’s pro rata allocation (based on the principal amount of Additional Notes as is set forth opposite each such Buyer’s name in column (4) on the Schedule of Buyers in relation to $75,000,000) of the aggregate principal amount of Additional Notes (which aggregate principal amount shall not exceed $75,000,000) and related Additional Warrants which the Company is requiring all of the Buyers to purchase at the Additional Closing, (ii) the aggregate Purchase Price for each such Buyer’s Additional Notes and related Additional Warrants and (iii) the Additional Closing Date, which Additional Closing Date shall be on the sixth (6th) Trading Day after the Additional Note Notice Date. Notwithstanding anything in this Agreement to the contrary, the Company shall not be entitled to require the Buyers to purchase the Preferred Shares unless Additional Notes unless, in addition to the requirements of Section Sections 6(b) and 7(b) below below, the following Conditions to Company Additional Note Notice are satisfied or waived by each Buyersatisfied.

Additional Closing Date. The Company is required to deliver a notice (the “Additional Closing Notice”) certifying that the Shareholder Approval (as defined below) is effective. The Additional Closing Notice must be delivered to each Buyer by the earlier to occur of (the “Additional Closing Notice Deadline”) (unless the Additional Closing Notice Deadline is waived by the Buyers) (x) five (5) Business Days after the Securities and Exchange Commission (the “SEC”) indicates it has no comments or no further review to the information or proxy statement (the “SEC Statement”) filed in connection with the Shareholder Approval (as defined below) (the “SEC Indication of Completion of Review”), and (y) (i) in the event the SEC does not review the SEC Statements, April 5, 2006 and (ii) otherwise July 20, 2006. The date and time of the closing First Additional Closing (the “First Additional Closing”, and together with the Initial Closing, the “Closing”) of the purchase of the Preferred Shares (the “Additional Closing Date”, and together with the Initial Closing Date, the “Closing Date”) shall be 10:00 a.m., New York TimeCity time, on the earlier of June 15, 2012 (the “Additional Closing Deadline”) (or or, in any case, such other date and time as is mutually agreed to by each Buyer and the Company Company), and each Buyer) (x) the later of (A) the fifth (5th) Business Day after the date that and time of the Second Additional Closing (the “Second Additional Closing Date”, and together with the First Additional Closing Date, each an “Additional Closing Date”) shall be 10:00 a.m., New York City time, on September 14, 2012 (or, in any case, such other date and time as is mutually agreed to by each Buyer and the Company), in each case subject to satisfaction (or waiver) of the conditions to Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(d). The Initial Closing Date, the First Additional Closing Date, and the Second Additional Closing Date are each referred to herein as a “Closing Date”, and, whenever the context requires, each reference in this Agreement to “the Additional Closing Notice has been delivered Date” or words of like import shall mean and be a reference to “the applicable Additional Closing Date.” Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(d), on (i) the First Additional Closing Date, each Buyer shall purchase, and the Company shall sell to each such Buyer the Additional Preferred Shares and Additional Warrants contemplated to be purchased by such Buyer as set forth in column 3(b) and column 4(b) of the Schedule of Buyers, respectively, and (Bii) the Second Additional Closing Date, each Buyer shall purchase, and the Company shall sell to each such Buyer the Additional Preferred Shares and Additional Warrants contemplated to be purchased by such Buyer as set forth in column 3(c) and column 4(c) of the Schedule of Buyers, respectively. If the Company has not satisfied one or more conditions to the applicable Additional Closing, subject to the conditions set forth in Section 6(b), each Buyer may elect, by written notice to the Company to waive any such condition or conditions, and may elect to purchase all or any portion of the Additional Preferred Shares and Additional Warrants contemplated to be purchased by such Buyer as set forth in the event that there has been no previous mailing of the applicable SEC Statement or the applicable rules and regulations of the SEC requires an additional mailing of the applicable SEC Statement, a date indicated in the Additional Closing Notice which may be up to twenty-two calendar days after the SEC Indication of Completion of Review and (y) (I) in the event the SEC does not review the SEC Statements, April 15, 2006 and (II) otherwise July 31, 2006immediately preceding sentence. The location of each Additional Closing shall occur be at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The Additional Closing Notice shall be irrevocable and must be delivered to each Buyer. Notwithstanding anything in this Agreement herein to the contrary, if the Second Additional Closing does not occur by September 30, 2012 (or such other date as is mutually agreed to by each Buyer and the Company) (x) but the Company shall not be entitled has granted the Option (as defined below) to require the Buyers by such date, then on September 30, 2012 (or such other date as is mutually agreed to by each Buyer and the Company) or (y) and the Company has not granted the Option to the Buyers by such date, then on December 31, 2012 (or such other date as is mutually agreed to by each Buyer and the Company) (the “Second Additional Closing Termination Date”) (i) the Company’s obligation to sell any Additional Preferred Shares and Additional Warrants, and the Buyer’s obligation to purchase the such Additional Preferred Shares unless and Additional Warrants, shall terminate, and (ii) any “lock-up” or similar provisions contained in (a) Section 4(o)(ii) below, (b) Section 2(a)(xxiv)(J), the requirements first sentence of Section 7(b11, the third, fourth and sixth sentences of Section 12, Section 14(c), and Section 14(e) below are satisfied of the Certificate of Designations, and (c) in each of the Lock-Up Agreements (as defined below) (collectively, the “Lock-Up Provisions”) shall be deemed to have expired on the Second Additional Closing Termination Date. In addition, if pursuant to this paragraph the Buyers, in the aggregate as of the Second Additional Closing Date, have elected to purchase less than an aggregate of 1,500 Additional Preferred Shares at the Second Additional Closing, (i) the Company’s obligation to sell any Additional Preferred Shares and Additional Warrants not elected to be purchased, and the Buyer’s obligation to purchase such Additional Preferred Shares and Additional Warrants, shall terminate, and (ii) the Lock-Up Provisions shall be deemed to have expired on the Second Additional Closing Date.” (c) Section 4(o)(ii) of the Purchase Agreement is hereby deleted in its entirety and amended and restated as follows: “From the date hereof until the later of (i) one hundred and twenty (120) days immediately following the First Additional Closing Date and (ii) December 31, 2012 in the event the Company has not granted the Option to the Buyers by September 30, 2012 (the “Trigger Date”), the Company will not, directly or waived by each Buyerindirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for shares of Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”), or be party to any solicitations or negotiations with regard to the foregoing.” (d) Section 4(p) of the Purchase Agreement is hereby amended to replace the reference to “October 15, 2012” in the first sentence with “September 14, 2012”. (e) Section 7(b)(xv) of the Purchase Agreement is hereby deleted in its entirety and amended and restated as follows:

Additional Closing Date. The Company is required to deliver a notice (the “Additional Closing Notice”) certifying that the Shareholder Approval (as defined below) is effective. The Additional Closing Notice must be delivered to each Buyer by the earlier to occur of (the “Additional Closing Notice Deadline”) (unless the Additional Closing Notice Deadline is waived by the Buyers) (x) five (5) Business Days after the Securities and Exchange Commission (the “SEC”) indicates it has no comments or no further review to the information or proxy statement (the “SEC Statement”) filed in connection with the Shareholder Approval (as defined below) (the “SEC Indication of Completion of Review”), and (y) (i) in the event the SEC does not review the SEC Statements, April 5, 2006 and (ii) otherwise July 20, 2006. The date and time of the closing (the “Additional Closing”, and together with the Initial Closing, the “Closing”) of the purchase of the Preferred Shares (the “Additional Closing Date”, and (together with the Initial Closing Date, the each a “Closing Date”) shall be 10:00 a.m., New York TimeCity time, on the earlier of date specified in the applicable Additional Closing Notice (as defined below) (or such other date and time as is mutually agreed to by the applicable Buyer and the Company) (the “Additional Closing DeadlineDate”), subject to satisfaction (or waiver) of the conditions to Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(d) (or such other later date as is mutually agreed to by the Company and the applicable Buyer). Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(d), each Buyer may purchase, at such Buyer’s option, Additional Common Shares, Additional Series A Warrants and Additional Series B Warrants by delivering written notice to the Company (the “Additional Closing Notice”) (x) at any time during the later of (A) the fifth (5th) Business Day period beginning after the date that the Additional Closing Notice has been delivered to each Buyer hereof and (B) in the event that there has been no previous mailing of the applicable SEC Statement or the applicable rules and regulations of the SEC requires an additional mailing of the applicable SEC Statementending on December 23, a date indicated in the Additional Closing Notice which may be up to twenty-two calendar days after the SEC Indication of Completion of Review and (y) (I) in the event the SEC does not review the SEC Statements, April 15, 2006 and (II) otherwise July 31, 2006. The Additional Closing shall occur at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇2008. The Additional Closing Notice shall be irrevocable and must be delivered to each Buyer. Notwithstanding anything in this Agreement at least three (3) Business Days prior to the contraryAdditional Closing Date set forth in such Additional Closing Notice. The Additional Closing Notice shall set forth (i) the number of Additional Common Shares to be purchased by such Buyer at the Additional Closing, the Company which number of shares shall not be exceed the number of Additional Common Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers, (ii) Additional Series A Warrants to acquire up to that number of Additional Series A Warrant Shares as is set forth opposite such Buyer’s name in column (6) on the Schedule of Buyers, which number shall equal the maximum number of Additional Series A Warrant Shares multiplied by the quotient obtained by dividing (x) the number of Additional Common Shares actually purchased by such Buyer on the Additional Closing Date, by (y) the maximum number of Additional Common Shares such Buyer is entitled to require purchase on the Additional Closing Date as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers and, (iii) Additional Series B Warrants to acquire up to that number of Additional Series B Warrant Shares as is set forth opposite such Buyer’s name in column (8) on the Schedule of Buyers, which number shall equal the maximum number of Additional Series B Warrant Shares multiplied by the quotient obtained by dividing (x) the number of Additional Common Shares actually purchased by such Buyer on the Additional Closing Date, by (y) the maximum number of Additional Common Shares such Buyer is entitled to purchase on the Preferred Shares unless Additional Closing Date as is set forth opposite such Buyer’s name in column (4) on the requirements Schedule of Section 7(bBuyers, (iv) below are satisfied or waived by each Buyer.the aggregate Additional Purchase Price and (v) the proposed Additional Closing Date. For the avoidance of doubt, there shall be not more than one (1)

Additional Closing Date. The Company is required to deliver a notice (the “Additional Closing Notice”) certifying that the Shareholder Approval (as defined below) is effective. The Additional Closing Notice must be delivered to each Buyer by the earlier to occur of (the “Additional Closing Notice Deadline”) (unless the Additional Closing Notice Deadline is waived by the Buyers) (x) five (5) Business Days after the Securities and Exchange Commission (the “SEC”) indicates it has no comments or no further review to the information or proxy statement (the “SEC Statement”) filed in connection with the Shareholder Approval (as defined below) (the “SEC Indication of Completion of Review”), and (y) (i) in the event the SEC does not review the SEC Statements, April 5, 2006 and (ii) otherwise July 20, 2006. The date and time of the closing Additional Closings (the “Additional Closing”each, and together with the Initial Closing, the “Closing”) of the purchase of the Preferred Shares (the an “Additional Closing Date”, ,” and together with the Initial Closing Date, each a “Closing Date” and collectively, the “Closing DateDates”) shall be 10:00 8:00 a.m., New York City Time, on the earlier of (date specified in the “applicable Additional Closing Deadline”Notice (as defined below), subject to satisfaction (or waiver) of the conditions to each Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(c) (or such other later date as is mutually agreed to by the Company and the applicable Buyer). Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), each Buyer may purchase, at such Buyer’s option, Additional Notes by delivering written notice to the Company (an “Additional Closing Notice”) (x) the later of at any time (A) with respect to the fifth (5th) Business Day First Additional Notes Amount, during the period beginning after the date that hereof and ending on the one year anniversary of the Initial Closing Date (the “First Optional Additional Closing Notes Notice has been delivered to each Buyer Termination Date”) and (B) with respect to the Second Additional Notes Amount, during the period beginning after the date the Shareholder Approval (as defined in Section 4(s) below) has been obtained and ending one year thereafter (the “Second Optional Additional Notes Notice Termination Date”, and with the First Optional Additional Notes Notice Termination Date, each an "Optional Additional Notes Notice Termination Date”); provided, that each Buyer may only exercise such right once with respect to the First Additional Notes Amount and once with respect to the Second Additional Notes Amount. In addition to the foregoing, if (x) (A) with respect to the First Additional Notes Amount, at any time from and after the Initial Closing Date until the one year anniversary date of the Initial Closing Date or (B) with respect to the Second Additional Notes Amount, during the period beginning after the date the Shareholder Approval has been obtained and ending one year thereafter, the Closing Sale Price (as defined in the event that there has been no previous mailing Notes) of the applicable SEC Statement Common Stock equals or exceeds CDN$1.485 (subject to appropriate adjustments for stock splits, stock dividends, stock combinations or other similar transactions after the applicable rules and regulations Initial Closing Date) for each of the SEC requires an additional mailing of the applicable SEC Statement, a date indicated any twenty (20) consecutive Trading Days (as defined in the Additional Closing Notice which may be up to twenty-two calendar days after the SEC Indication of Completion of Review Notes) and (y) the Equity Conditions (I) as defined in the event Notes) shall have been satisfied (or waived in writing by each Buyer), on each Trading Day during the SEC does not review period commencing on the SEC Statementsdate of delivery of the applicable Mandatory Funding Notice (as defined below), April 15, 2006 and (II) otherwise July 31, 2006. The ending on the applicable Additional Closing Date, the Company shall occur have the right to require each Buyer to purchase Additional Notes by delivering to each Buyer an Additional Closing Notice (as provided by the Company, a “Mandatory Funding Notice”) setting forth the principal amount of Additional Notes to be purchased by the Buyers, which principal amount, when added to the principal amount of any Additional Notes previously purchased by each Buyer shall not exceed (1) if on or prior to the First Optional Additional Notes Notice Termination Date, but prior to the date the Company obtains the Shareholder Approval, the First Additional Notes Amount, (2) if on or prior to the First Optional Additional Notes Notice Termination Date and the Second Additional Notes Notice Termination Date, but after the date the Company obtains the Shareholder Approval, the aggregate of the First Additional Notes Amount and the Second Additional Notes Amount, or (3) if after the First Optional Additional Notes Notice Termination Date and after the date the Company obtains the Shareholder Approval, but prior to the Second Optional Additional Notes Notice Termination Date, the Second Additional Notes Amount; provided, that if the Company elects to deliver a Mandatory Funding Notice to any Buyer, it must deliver a Mandatory Funding Notice requiring the purchase of a pro rata amount of Additional Notes to all Buyers. Any Mandatory Funding Notice delivered by the Company shall be irrevocable. Each Mandatory Funding Notice shall contain a proposed Additional Closing Date that shall be at least 10 Business Days but not more than 60 Business Days following the offices date of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇delivery of such Mandatory Funding Notice to the Buyers. The An Additional Closing Notice shall be irrevocable delivered at least five Business Days prior to the applicable Additional Closing Date set forth in such Additional Closing Notice. An Additional Closing Notice shall set forth (i) the principal amount of Additional Notes to be purchased by such Buyer at the applicable Additional Closing, which principal amount, when added to the principal amount of any Additional Notes previously purchased by such Buyer, shall not exceed the sum of the First Additional Notes Amount and must the Second Additional Notes Amount, (ii) the aggregate Purchase Price for the Additional Notes to be delivered purchased and (iii) the proposed Additional Closing Date. The Company shall promptly deliver a copy of each Additional Closing Notice to each BuyerBuyer that did not issue such Additional Closing Notice and allow such Buyer to participate in such Additional Closing. Notwithstanding anything In the event the Company, (x) as of the First Optional Additional Notes Notice Termination Date, has not sold $2.0 million in this Agreement aggregate principal amount of Additional Notes of the First Additional Notes Amount to the contraryBuyers or (y) as of the Second Optional Additional Notes Notice Termination Date, has not sold $0.5 million in aggregate principal amount of Additional Notes of the Second Additional Notes Amount to the Buyers, the Company may deliver a notice (the “Undersubscription Notice”) to each Buyer that has elected to purchase the entire First Additional Notes Amount or Second Additional Notes Amount, as applicable, of such Buyer (the “Additional Basic Amount”) within 5 Business Days of such anniversary notifying them of the principal amount of Additional Notes that have not been sold, such notice containing an offer to such Buyers to purchase more Additional Notes by delivering a notice to the Company within 10 Business Days (a “Undersubscription Election Notice”) from their receipt of a Undersubscription Notice to purchase some or all of the remaining Additional Notes specified in the Undersubscription Notice (the terms, conditions and purchase price shall be the same as specified with respect to the sale of the other Additional Notes). The Undersubscription Election Notice shall specify the principal amount of Additional Notes such Buyer elects to purchase (not to exceed the amount specified in the Undersubscription Notice). If the total principal amount of Additional Notes specified in the Undersubscription Election Notices of all Buyers is more than the aggregate principal amount of Additional Notes specified in the applicable Undersubscription Notice, each Buyer who has subscribed for any Additional Notes pursuant to an Undersubscription Notice shall be entitled to require purchase only that portion of the amount specified in Undersubscription Notice as the Additional Basic Amount of such Buyer bears to the total Additional Basic Amounts of all Buyers that have subscribed for Additional Notes pursuant to purchase an Undersubscription Notice, subject to rounding by the Preferred Shares unless Company to the requirements extent it deems reasonably necessary. The additional Closing Date for the Additional Notes to be purchased pursuant to Undersubscription Election Notices shall occur 30 Business Days after the applicable Optional Additional Notice Termination Date. As used herein, "Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of Section 7(b) below New York are satisfied authorized or waived required by each Buyerlaw to remain closed.