Common use of Delivery of the Shares and Warrants at Closing Clause in Contracts

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units (the “Closing”) shall occur at the offices of the Company upon receipt of cleared funds and fully executed documents for the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, each such certificate, certificates or warrant to be registered in the name of the Investor, as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement. The Company’s obligation to issue the Shares and Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Purchase Agreement; and (b) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Units shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects and (2) the Investor shall have received such documents as such Investor shall reasonably have requested in connection with its due diligence.

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units Shares and Warrants (the “Closing”) shall occur on July 6, 2005 (the “Closing Date”), at the offices of the Company upon receipt of cleared funds and fully executed documents Company’s counsel; provided, however, that the Closing for the purchase purposes of the Units on each date set by (i) any sale of Shares and Warrants to Investors who are officers or directors of the Company, provided that a final closing or their affiliates (collectively, the “Affiliate Investors”) and (ii) any sale of Shares and Warrants to non-Affiliate Investors in excess of 19.99% of the outstanding common stock on the trading day immediately preceding the date set forth above (the “Excess Amount”) shall occur no later than June 30, 2014 be subject to such stockholder approval and shall be the date which date may be extended is one business day following such stockholder approval. The Affiliate Investors shall place the full purchase price for the Shares and Warrants being purchased by them hereunder in escrow (the “Escrow”) pursuant to the terms of the Escrow Agreement (defined below) at the sole discretion initial Closing. In addition, each non-Affiliate Investor shall place a portion of its purchase price for the CompanyShares and Warrants being purchased by it hereunder into the Escrow, such pro rata portion being equal to the product of (A) the Excess Amount and (B) a fraction equal to (1) the number of Shares purchased by such non-Affiliate Investor divided by (2) the total number of Shares being purchased by all non-Affiliate Investors. Within seven (7) days after each At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares and a Warrant representing to purchase the number of shares of common stock Warrant Shares, each as set forth in pursuant to Section 3 of the Signature Page to the Securities Purchase Agreement, each such certificate, certificates or warrant certificate to be registered in the name of the InvestorInvestor or, as set forth in Section 3 if so indicated on the signature page of the Signature Page to the Securities Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue and deliver the Shares and Warrants Warrant to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by U.S. Bank National Association (the “Escrow Agent”) under the Escrow Agreement dated as of July 1, 2005 by and between the Company and the Escrow Agent (the “Escrow Agreement”) of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units Shares and Warrant being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Purchase Agreement; and (b) completion of the purchases and sales under the Agreements with the Other Investors, subject to the provisos in the previous and following paragraphs with regard to the Affiliate Investors; (c) receipt by the Company of a completed Investor Questionnaire; (d) the accuracy of the representations and warranties made by the Investor Investors and the fulfillment of those undertakings of the Investor Investors to be fulfilled prior to the Closing; and (e) the filing of a Form 8-K with the Securities and Exchange Commission (the “SEC”) disclosing the material terms of the transactions contemplated hereby and any information provided by the Company or any person acting on its behalf that the Company believes constitutes material and non-public information. The Investor’s obligation to purchase the Units Shares and Warrant shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1a) Investors shall have executed Agreements for the purchase of at least 8,900,000 Shares and Warrants to purchase at least 2,670,000 Warrant Shares (the “Minimum Purchase Amount”); (b) each of the Affiliate Investors shall have executed and delivered to the Company voting agreements in the form attached as Exhibit C with respect to the voting of the shares of common stock of the Company; (c) receipt by the Escrow Agent of the Minimum Purchase Amount (including the Shares and Warrants to be purchased by the Affiliate Investors), provided that funds (i) provided for the purchase of the Excess Amount and (ii) provided by Affiliate Investors shall be released to the Company from Escrow by the Escrow Agent upon receipt of a certificate of the Secretary of the Company that the required stockholder approval has been obtained (it being understood that all other funds shall be released to the Company from Escrow at the Closing by the Escrow Agent upon its receipt of the Minimum Purchase Amount); (d) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date); and (2e) the Investor shall have received such documents as such Investor shall reasonably have requested requested, including, a standard opinion of the Company’s counsel as to the matters set forth in connection with its due diligenceSection 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares and Warrants.

Delivery of the Shares and Warrants at Closing. The It is expected that the completion of the purchase and sale of the Units Shares and Warrants (the “Closing”) shall occur on or about October 28, 2009 (the “Closing Date”) at the offices of the Company upon receipt of cleared funds and fully executed documents for Company’s counsel; provided, however, that this Agreement shall automatically terminate if the purchase of Closing shall not have been consummated within 10 days following the Units on each date set by hereof. At the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor a Warrant representing the number of Warrant Shares and one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock Shares, in each case as is set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement, each such certificate, certificates or warrant certificate to be registered in the name of the InvestorInvestor or, as set forth in Section 3 if so indicated on the signature page of the Signature Page to the Securities Stock and Warrant Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares and Warrants the Warrant to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of shall have received a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units Shares and the Warrant being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Stock and Warrant Purchase Agreement; Agreement and (b) the accuracy of the representations and warranties of the Investors set forth herein shall be true and correct as of the date when made and as of the Closing Date in all material respects (except for those representations and warranties that are qualified by the Investor materiality or Material Adverse Effect, which shall be true and correct in all respects) and the fulfillment of those undertakings of the Investor to Investors contained in this Agreement shall have be fulfilled in all material respects on or prior to the ClosingClosing Date. The Investor’s obligation to purchase the Units Shares and the Warrant shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1a) the representations and warranties of the Company set forth herein shall be true and correct as of the date when made and as of the Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) and the undertakings of the Company contained in this Agreement shall have been fulfilled in all material respects on or prior to the Closing Date and (2b) the Investor shall have received such documents as such Investor shall reasonably have requested requested, including, a standard opinion of the Company’s counsel including as to the matters set forth in connection with its due diligenceSection 4.3 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares and Warrants.

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units Shares and Warrants (the “Closing”) shall occur (the “Closing Date”) on November 8, 2004, at the offices of the Company upon receipt of cleared funds and fully executed documents for Company’s counsel. At the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor a Warrant representing the number of Warrant Shares and one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock Shares, in each case as is set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement, each such certificate, certificates or warrant certificate to be registered in the name of the InvestorInvestor or, as set forth in Section 3 if so indicated on the signature page of the Signature Page to the Securities Stock and Warrant Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares and Warrants the Warrant to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units Shares and the Warrant being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Stock and Warrant Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (bc) the accuracy of the representations and warranties made by the Investor Investors and the fulfillment of those undertakings of the Investor Investors to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Units Shares and the Warrant shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1a) Investors shall have executed Agreements for the purchase of at least 6,000,000 Shares and Warrants for the purchase of at least 3,000,000 Warrant Shares (50% warrant coverage), (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (2c) the Investor shall have received such documents as such Investor shall reasonably have requested requested, including, a standard opinion of the Company’s counsel as to the matters set forth in connection with its due diligenceSection 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares and Warrants.

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units (the “"Closing”") shall occur at the offices of the Company upon receipt of cleared funds and fully executed documents for the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30_____________, 2014 2018 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, each such certificate, certificates or warrant to be registered in the name of the Investor, as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement. The Company’s 's obligation to issue the Shares and Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Purchase Agreement; and (b) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s 's obligation to purchase the Units shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects and (2) the Investor shall have received such documents as such Investor shall reasonably have requested in connection with its due diligence.

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units (the “Closing”) shall occur at the offices of the Company upon receipt of cleared funds and fully executed documents for the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30_____________, 2014 2017 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, each such certificate, certificates or warrant to be registered in the name of the Investor, as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement. The Company’s obligation to issue the Shares and Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Purchase Agreement; and (b) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Units shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects and (2) the Investor shall have received such documents as such Investor shall reasonably have requested in connection with its due diligence.

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units Shares and Warrants (the “Closing”) shall occur (the “Closing Date”) on November 24, 2004, at the offices of the Company upon receipt of cleared funds and fully executed documents for Company’s counsel. At the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor a Warrant representing the number of Warrant Shares and one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock Shares, in each case as is set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement, each such certificate, certificates or warrant certificate to be registered in the name of the InvestorInvestor or, as set forth in Section 3 if so indicated on the signature page of the Signature Page to the Securities Stock and Warrant Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares and Warrants the Warrant to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units Shares and the Warrant being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Stock and Warrant Purchase Agreement; and (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investor Investors and the fulfillment of those undertakings of the Investor Investors to be fulfilled prior to the Closing. ; and (d) delivery of a completed Selling Stockholder Notice and Questionnaire in substantially the form attached hereto as Exhibit C. The Investor’s obligation to purchase the Units Shares and the Warrant shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1a) Investors shall have executed Agreements for the purchase of at least 4,363,534 Shares and Warrants for the purchase of at least 3,272,649 Warrant Shares (75% warrant coverage), (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (2c) the Investor shall have received such documents as such Investor shall reasonably have requested requested, including, a standard opinion of the Company’s counsel as to the matters set forth in connection with its due diligenceSection 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares and Warrants.

Delivery of the Shares and Warrants at Closing. The It is expected that the completion of the purchase and sale of the Units Shares and Warrants (the “Closing”) shall occur on or about November 4, 2005 (the “Closing Date”), at the offices of the Company upon receipt of cleared funds and fully executed documents for Company’s counsel. At the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor (a) one or more stock certificates representing the number of Shares and a Warrant (b) one or more warrant certificates representing the number of shares of common stock Warrants, in each case as is set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, each such certificate, certificates or warrant certificate to be registered in the name of the InvestorInvestor or, as set forth in Section 3 if so indicated on the signature page of the Signature Page to the Securities Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares and the Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units Shares and Warrants being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (bc) the accuracy of the representations and warranties made by the Investor Investors and the fulfillment of those undertakings of the Investor Investors to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Units Shares and Warrants shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1a) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) in all material respects and the fulfillment in all material respects of those undertakings of the Company in this Agreement to be fulfilled on or prior to the Closing Date and (2b) the Investor shall have received such documents as such Investor shall reasonably have requested requested, including, a standard opinion of the Company’s counsel including as to the matters set forth in connection with its due diligenceSection 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares and the Warrant Shares.

Delivery of the Shares and Warrants at Closing. The It is expected that the completion of the purchase and sale of the Units Shares and Warrants (the “Closing”) shall occur on or about November 9, 2004 (the “Closing Date”), at the offices of the Company upon receipt of cleared funds and fully executed documents for Company’s counsel. At the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor a Warrant representing the number of Warrant Shares and one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock Shares, in each case as is set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement, each such certificate, certificates or warrant certificate to be registered in the name of the InvestorInvestor or, as set forth in Section 3 if so indicated on the signature page of the Signature Page to the Securities Stock and Warrant Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares and Warrants the Warrant to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units Shares and the Warrant being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Stock and Warrant Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (bc) the accuracy of the representations and warranties made by the Investor Investors and the fulfillment of those undertakings of the Investor Investors to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Units Shares and the Warrant shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1a) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) in all material respects and the fulfillment in all material respects of those undertaking of the Company in this Agreement to be fulfilled on or prior to the Closing Date and (2b) the Investor shall have received such documents as such Investor shall reasonably have requested requested, including, a standard opinion of the Company’s counsel including as to the matters set forth in connection with its due diligenceSection 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares and Warrants.

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units Shares and Warrants (the “"Closing”") shall occur (the "Closing Date") on July 11, 2003, at the offices of the Company upon receipt of cleared funds and fully executed documents for Company's counsel. At the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor a Warrant representing the number of Warrant Shares and one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock Shares, in each case as is set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement, each such certificate, certificates or warrant certificate to be registered in the name of the InvestorInvestor or, as set forth in Section 3 if so indicated on the signature page of the Signature Page to the Securities Stock and Warrant Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares and Warrants the Warrant to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units Shares and the Warrant being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Stock and Warrant Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (bc) the accuracy of the representations and warranties made by the Investor Investors and the fulfillment of those undertakings of the Investor Investors to be fulfilled prior to the Closing. The Investor’s 's obligation to purchase the Units Shares and the Warrant shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1a) Investors shall have executed Agreements for the purchase of at least 4,444,445 Shares and Warrants for the purchase of at least 1,333,334 Warrant Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (2c) the Investor shall have received such documents as such Investor shall reasonably have requested requested, including, a standard opinion of the Company's counsel as to the matters set forth in connection with its due diligenceSection 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), of the sale of the Shares and Warrants.

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units (the “Closing”) shall occur on September 24, 2004 (the “Closing Date”), at the offices of the Company upon receipt of cleared funds and fully executed documents for Company’s counsel. At the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the each Investor one or more stock certificates representing (i) using customary book-entry procedures, the number of Shares set forth opposite such Investor’s name on Schedule I hereto and (ii) a Warrant representing to purchase the number of shares of common stock as Warrant Shares set forth opposite such Investor’s name on Schedule I hereto, and each Investor shall deliver a certified or official bank check or wire transfer of funds in Section 3 the full amount of the Signature Page to aggregate purchase price for the Securities Purchase Agreement, each such certificate, certificates or warrant to be registered in the name of the InvestorShares and Warrant being purchased hereunder, as set forth in Section 3 of opposite such Investor’s name on Schedule I hereto, to a trust account with Xxxxxx Godward LLP (the Signature Page to the Securities Purchase Agreement“Escrow Agent”). The Company’s obligation to issue and sell the Shares and Warrants a Warrant to the each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company Escrow Agent of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares and the Warrant being purchased; (b) completion of the purchases and sales of Units being purchased hereunder as set forth in Section 3 of Signature Page to under the Securities Purchase AgreementAgreements that may be executed with the Other Investors; and (bc) the accuracy of the representations and warranties made by the Investor Investors and the fulfillment of those undertakings of the Investor Investors to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Units shall be subject to the following conditionscondition that the Placement Agent shall not have (a) terminated the Placement Agency Agreement dated September 20, any one or more of which may be waived by the Investor: (1) the representations and warranties of 2004, between the Company set forth herein shall be true and correct as of the Closing Date Placement Agent (the “Placement Agency Agreement”) pursuant to the terms thereof or (b) determined that the conditions to closing in all material respects and (2) the Investor shall Placement Agency Agreement have received such documents as such Investor shall reasonably have requested in connection with its due diligencenot been satisfied.

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units Shares and Warrants (the “Closing”) shall occur on August 15, 2005 (the “Closing Date”), at the offices of the Company upon receipt of cleared funds and fully executed documents for Company’s counsel. At the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares and a Warrant representing to purchase the number of shares of common stock Warrant Shares, each as set forth in pursuant to Section 3 of the Signature Page to the Securities Purchase Agreement, each such certificate, certificates or warrant certificate to be registered in the name of the InvestorInvestor or, as set forth in Section 3 if so indicated on the signature page of the Signature Page to the Securities Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue and deliver the Shares and Warrants Warrant to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by Xxxxxx Xxxxxx LLP (the Company “Escrow Agent”) of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units Shares and Warrant being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) receipt by the Company of a completed Investor Questionnaire; and (bd) the accuracy of the representations and warranties made by the Investor Investors and the fulfillment of those undertakings of the Investor Investors to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Units Shares and Warrant shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1a) Investors shall have executed Agreements for the purchase of at least [ ] Shares and Warrants to purchase at least [ ] Warrant Shares (the “Minimum Purchase Amount”); (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date); and (2c) the Investor shall have received such documents as such Investor shall reasonably have requested requested, including, a standard opinion of the Company’s counsel as to the matters set forth in connection with its due diligenceSection 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares and Warrants.