Common use of Purchase Price and Closing Clause in Contracts

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc., 460 St- Xxxxxxx, Xxxxx 00, Xxxxxxxx, xxxxxxxx xx Quebec, Canada (the "Closing") at 11:59 p.m., Eastern time (i) on or before November 8th, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, 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 (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. A. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc., 460 St- Xxxxxxx, Xxxxx 00, Xxxxxxxx, xxxxxxxx xx Quebec, Canada the Company (the "“Closing"”) at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8thMarch 24, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, 2006 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 , provided, that in each such case, all of the conditions set forth in Article IV hereof and applicable to the terms and conditions of this AgreementClosing shall have been fulfilled or waived in accordance herewith. At the Closing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (i) a certificate registered in the name of such the Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and hereof, (ii) a Series A Warrant, Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached heretoand (iii) any other deliveries as required by Article IV. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number Notes and Warrants for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretoup to Ten Million Dollars ($10,000,000) (the "Purchase Price"). The closing of the purchase and sale of the Shares Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 460 St- Xxxxxxx, Xxxxx 00, 0000 Xxxxxx xx xxx Xxxxxxxx, xxxxxxxx xx QuebecXxx Xxxx, Canada Xxx Xxxx 00000 (the "Closing") at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8thOctober 21, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, 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 (ix) a certificate registered in its Note for the principal amount set forth opposite the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof on Exhibit A hereto and (iiy) a Series A Warrant, Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Arch Management Services Inc., 460 St- Xxxxxxx6000 Xxxxx-Xxxxxx, Xxxxx 00000, XxxxxxxxXxxxxx-Xxxxxx, xxxxxxxx xx QuebecXxxxxx, Canada X0X 0X0 (the "“Closing"”) at 11:59 p.m., Eastern Montreal time (i) on or before November 8th1st , 20052006; 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 (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. A. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Jenkens & Gxxxxxxxx Pxxxxx Xxxxxx LLP, 460 St- XxxxxxxThe Chrysler Building, Xxxxx 00400 Xxxxxxxxx Xxxxxx, XxxxxxxxXxx Xxxx, xxxxxxxx xx Quebec, Canada Xxx Xxxx 00000 (the "“Closing"”) at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8thJanuary 13, 2005; 2003, 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 At the terms and conditions of this AgreementClosing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (i) a certificate registered in the name of such the Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, certificate representing a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. A. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation Tiger Ethanol International Inc., 460 St- Xxxxxxx0000 Xxxxx-Xxxxxx, Xxxxx 00000, XxxxxxxxXxxxxx-Xxxxxx, xxxxxxxx xx QuebecXxxxxx, Canada X0X 0X0 (the "“Closing"”) at 11:59 p.m., Eastern Montreal time (i) on or before November 8thAugust 27, 20052007; 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 (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of Purchaser and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the PurchasersPurchaser, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, Securities set forth opposite their respective names on Exhibit A attached heretofor the Purchase Price. The closing of the purchase and sale of the Shares and Warrants Securities to be acquired by the Purchasers Purchaser from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Guzov Ofsink LLC, 460 St- Xxxxxxx000 Xxxxxxx Xxxxxx, Xxxxx 00Xxx Xxxx, Xxxxxxxx, xxxxxxxx xx Quebec, Canada Xxx Xxxx 00000 (the "“Closing"”) at 11:59 2:00 p.m., Eastern New York time (i) on or before November 8th, 2005such date as the Purchaser and the Company may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon herewith (the "“Closing Date"”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (ix) a certificate registered in for the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock set forth opposite the name of such Purchaser on Exhibit A hereto, (y) such number of Warrants as is set forth opposite the name of such Purchaser on Exhibit A attached heretohereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an the account designated by the Company.

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. A. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc., 460 St- Xxxxxxx, Xxxxx 00, Xxxxxxxx, xxxxxxxx xx Quebec, Canada (the "Closing") at 11:59 p.m.such place, Eastern at such time and on such date as the Purchasers and the Company may agree upon (i) on or before November 8ththe "Closing Date"), 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith. At the Closing, or (ii) at such other time and place or on such date as in addition to the Purchasers and items required to be delivered by the Company may agree upon (the "Closing Date"). Subject pursuant to the terms and conditions of this AgreementSection 4.2 hereof, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (i) a certificate registered in the name of such the Purchaser representing the number of Shares that as is set forth opposite the name of such Purchaser is purchasing pursuant to the terms hereof on Exhibit A and (ii) a Series A Warrant, certificate representing the Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. A. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation Tiger Ethanol International Inc., 460 St- Xxxxxxx6000 Xxxxx-Xxxxxx, Xxxxx 00000, XxxxxxxxXxxxxx-Xxxxxx, xxxxxxxx xx QuebecXxxxxx, Canada X0X 0X0 (the "“Closing"”) at 11:59 p.m., Eastern Montreal time (i) on or before November March 8th, 20052007; 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 (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. A. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, 460 St- XxxxxxxThe Chrysler Building, Xxxxx 00000 Xxxxxxxxx Xxxxxx, XxxxxxxxXxx Xxxx, xxxxxxxx xx Quebec, Canada Xxx Xxxx 00000 (the "Closing") at 11:59 p.m.such time and on such date as the Purchasers and the Company may agree upon (the "Closing Date"), Eastern time (i) on or before November 8th, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith. At the Closing, 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 (i) a certificate registered in the name of such the Purchaser representing the number of Shares that as is set forth opposite the name of such Purchaser is purchasing pursuant to the terms hereof on Exhibit A and (ii) a Series A Warrant, certificate representing a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. A. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree Purchaser agrees to purchase the number Debenture for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto$9,000,000 (the “Purchase Price”). The closing of the purchase and sale of the Shares and Warrants Debenture to be acquired by the Purchasers Purchaser from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Loeb & Loeb LLP, 460 St- Xxxxxxx300 Xxxx Xxxxxx, Xxxxx 00Xxx Xxxx, Xxxxxxxx, xxxxxxxx xx Quebec, Canada XX 00000 (the "“Closing"”) at 11:59 10:00 p.m., Eastern New York time (i) on or before November 8th________________, 20052008; 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 Purchaser and the Company may agree upon in writing signed by the Company and the Purchaser (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each the Purchaser (ix) a certificate registered Debenture in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is aggregate principal amount set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer (y) any other documents required to an account designated by the Companybe delivered pursuant to Article IV hereof.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaserseach Purchaser, severally but not jointlyjointly with respect to the amounts set forth on such Purchaser’s signature page hereto, agree agrees to purchase the number Preferred Shares for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretoup to $1,000,000 (the “Purchase Price”). The closing of the purchase and sale of the Preferred Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Grushko & Mxxxxxx, 460 St- XxxxxxxP.C., Xxxxx 00500 Xxxxxxxx Xxxxxx, XxxxxxxxXxxxxx Xxxxxx, xxxxxxxx xx Quebec, Canada Xxx Xxxx 00000 (the "“Closing"”) at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8thApril 25, 20052013; 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 the Escrow Agent (ias hereinafter defined) prior to the Closing (x) a certificate registered in the name of such Purchaser representing for the number of Preferred Shares that set forth on such Purchaser is purchasing Purchaser’s signature page hereto, and (y) any other documents required to be delivered pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the CompanyArticle IV hereof.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchasers and the Purchasers, severally but not jointly, agree to purchase the number Units for Twenty Five Thousand Dollars ($25,000) per unit, and for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretoFifty Thousand Dollars ($50,000) (the “Purchase Price”). The closing of the purchase and sale of the Shares and Warrants Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.the Company, 460 St- Xxxxxxx0000 Xxxxxx Xxxxx Xxxxx, Xxxxx 00000, XxxxxxxxXxxx, xxxxxxxx xx Quebec, Canada XX 00000 (the "“Closing"”) at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8th17, 20052008; 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 (ix) a certificate registered in Note corresponding to the number of Units set forth opposite the name of such Purchaser representing on Exhibit A hereto, (y) Warrants corresponding to the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock Units as is set forth opposite the name of such Purchaser on Exhibit A attached heretohereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by in the Company.manner indicated on Exhibit A.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation Tiger Ethanol International Inc., 460 St- Xxxxxxx0000 Xxxxx-Xxxxxx, Xxxxx 00000, XxxxxxxxXxxxxx-Xxxxxx, xxxxxxxx xx QuebecXxxxxx, Canada X0X 0X0 (the "“Closing"”) at 11:59 p.m., Eastern Montreal time (i) on or before November March 8th, 20052007; 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 (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number Notes and the Warrants for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretothree hundred seventy five thousand ($350,000.00) (the “ Purchase Price ”). The closing of under this Agreement (the purchase and sale of “ Closing ”) shall take place on or about March 4, 2011 (the Shares and Warrants to be acquired by the Purchasers from the Company “ Closing Date ”). The Closing under this Agreement shall take place at the offices of XL Generation International Inc.Vision Opportunity Master Fund, 460 St- XxxxxxxLtd., Xxxxx 0020 West 50 xx Xxxxxx, Xxxxxxxx0 xx Fxxxx, xxxxxxxx xx QuebecXxx Xxxx, Canada (the "Closing") Xxx Xxxx 00000 at 11:59 p.m.10:00 a.m., Eastern time (i) on or before November 8th, 2005New York time; providedprovided , 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 (ix) a certificate registered in its Notes for the principal amount set forth opposite the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and on Exhibit A hereto, (iiy) a Series A Warrant, 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 heretohereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. A. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.the Company's counsel, 460 St- Xxxxxxx, Xxxxx 00, Xxxxxxxx, xxxxxxxx xx Quebec, Canada Xxxx Xxxx Xxxx & Freidenrich LLP (the "Closing") at 11:59 p.m.10:00 a.m., Eastern San Diego time (i) on or before November 8thOctober 12, 2005; 2004, 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 (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. A. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation Tiger Ethanol International Inc., 460 St- Xxxxxxx6000 Xxxxx-Xxxxxx, Xxxxx 00000, XxxxxxxxXxxxxx-Xxxxxx, xxxxxxxx xx QuebecXxxxxx, Canada X0X 0X0 (the "“Closing"”) at 11:59 p.m., Eastern Montreal time (i) on or before November 8thApril 10th , 20052007; 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 (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number Notes and the Warrants for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretoone hundred fifty thousand ($150,000.00) (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about December 30, 2010 (the Shares and Warrants to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of XL Generation International Inc.Vision Opportunity Master Fund, 460 St- XxxxxxxLtd., Xxxxx 0000 Xxxx 00xx Xxxxxx, Xxxxxxxx0xx Xxxxx, xxxxxxxx xx QuebecXxx Xxxx, Canada (the "Closing") Xxx Xxxx 00000 at 11:59 p.m.10:00 a.m., Eastern time (i) on or before November 8th, 2005New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, 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 (ix) a certificate registered in its Notes for the principal amount set forth opposite the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and on Exhibit A hereto, (iiy) a Series A Warrant, 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 heretohereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number Notes and Warrants for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretoup to Three Million Five Hundred Dollars ($3,500,000) (the “Purchase Price”). The closing of the purchase and sale of the Shares Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 460 St- Xxxxxxx, Xxxxx 00, 0000 Xxxxxx xx xxx Xxxxxxxx, xxxxxxxx xx QuebecXxx Xxxx, Canada Xxx Xxxx 00000 (the "“Closing"”) at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8thJuly 6, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, 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 (ix) a certificate registered in its Note for the principal amount set forth opposite the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof on Exhibit A hereto and (iiy) a Series A Warrant, Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchasers and the Purchasers, severally but not jointly, agree to purchase the number Units for $1.00 per unit, and for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretoThree Hundred Thousand Dollars ($300,000) (the “Purchase Price”). The closing of the purchase and sale of the Shares and Warrants Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.the Company, 460 St- Xxxxxxx0000 Xxxxxx Xxxxx Xxxxx, Xxxxx 00000, XxxxxxxxXxxx, xxxxxxxx xx Quebec, Canada XX 00000 (the "“Closing"”) at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8thJuly 21, 20052008; 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 (ix) a certificate registered in Note corresponding to the number of Units set forth opposite the name of such Purchaser representing on Exhibit A hereto, (y) Warrants corresponding to the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock Units as is set forth opposite the name of such Purchaser on Exhibit A attached heretohereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by in the Company.manner indicated on Exhibit A.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number Notes and Warrants for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretoFive Million Six Hundred Sixty-Five Thousand Dollars ($5,665,000) (the "Purchase Price"). The closing of the purchase and sale of the Shares Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 460 St- Xxxxxxx, Xxxxx 00, 0000 Xxxxxx xx xxx Xxxxxxxx, xxxxxxxx xx QuebecXxx Xxxx, Canada Xxx Xxxx 00000 (the "Closing") at 11:59 p.m.10:00 a.m., Eastern New York time on March 31, 2006 or such other date as the Purchasers and the Company may agree upon (i) on or before November 8th, 2005the "Closing Date"); provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, 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 (ix) a certificate registered in its Notes for the principal amount set forth opposite the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof on Exhibit A hereto and (iiy) a Series A Warrant, Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation Tiger Ethanol International Inc., 460 St- Xxxxxxx6000 Xxxxx-Xxxxxx, Xxxxx 00000, XxxxxxxxXxxxxx-Xxxxxx, xxxxxxxx xx QuebecXxxxxx, Canada X0X 0X0 (the "“Closing"”) at 11:59 p.m., Eastern Montreal time (i) on or before November 8thApril 1st , 20052007; 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 (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. A. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, 460 St- XxxxxxxThe Chrysler Building, Xxxxx 00000 Xxxxxxxxx Xxxxxx, XxxxxxxxXxx Xxxx, xxxxxxxx xx Quebec, Canada Xxx Xxxx 00000 (the "“Closing"”) at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8thJanuary 31, 2005; 2004, 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 At the terms and conditions of this AgreementClosing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (i) a certificate registered in the name of such the Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, certificate representing a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. A. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number Notes and the Warrants for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretofive hundred thousand ($500,000.00) (the “ Purchase Price ”). The closing of under this Agreement (the purchase and sale of “ Closing ”) shall take place on or about February 25, 2010 (the Shares and Warrants to be acquired by the Purchasers from the Company “ Closing Date ”). The Closing under this Agreement shall take place at the offices of XL Generation International Inc.Vision Opportunity Master Fund, 460 St- XxxxxxxLtd., Xxxxx 0020 West 00 xx Xxxxxx, Xxxxxxxx0 xx Xxxxx, xxxxxxxx xx QuebecXxx Xxxx, Canada (the "Closing") Xxx Xxxx 00000 at 11:59 p.m.10:00 a.m., Eastern time (i) on or before November 8th, 2005New York time; providedprovided , 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 (ix) a certificate registered in its Notes for the principal amount set forth opposite the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and on Exhibit A hereto, (iiy) a Series A Warrant, 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 heretohereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. A. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, 460 St- XxxxxxxThe Chrysler Building, Xxxxx 00000 Xxxxxxxxx Xxxxxx, XxxxxxxxXxx Xxxx, xxxxxxxx xx Quebec, Canada Xxx Xxxx 00000 (the "“Closing"”) at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8thFebruary 27, 2005; 2004, 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 (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. A. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and WarrantsShares, in each case, set forth opposite their respective names on Exhibit A attached hereto. A. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Kramer Levin Naftalis & Frankex XXX, 460 St- 0000 Xxxxxx xx thx Xxxxxcas, Nxx Xxxx, Xxx Xxxx 00000 (xxx "Xxxxxxx") xx 00:00 x.x. on August 22, Xxxxx 00, Xxxxxxxx, xxxxxxxx xx Quebec, Canada 2005 or at such time and on such date as the Purchasers and the Company may agree upon (the "ClosingClosing Date") at 11:59 p.m.), Eastern time (i) on or before November 8th, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith. At the Closing, 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 (i) a certificate registered in the name of such the Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached heretoand (ii) any other deliveries as required by Article IV. At the Closing, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number Notes and Purchased Shares for an aggregate purchase price of up to Six Million Dollars ($6,000,000) (the “Purchase Price”). The Notes and Purchased Shares shall be paid for and Warrantsdelivered on or before September 12, in each case, set forth opposite their respective names on Exhibit A attached hereto2007 (the “Closing Date”). The closing of the purchase and sale of the Shares and Warrants Securities (the “Closing”) to be acquired by the Purchasers from the Company under this Agreement shall take place by facsimile and constructively at the offices of XL Generation International Inc.Xxxxxxx Procter LLP, 460 St- Xxxxxxx0000 Xxxxxxxxx Xxxxx, Xxxxx 00Xxx Xxxxx, XxxxxxxxXX 00000 at 11:00 a.m., xxxxxxxx xx Quebec, Canada (the "Closing") at 11:59 p.m., Eastern time (i) on or before November 8th, 2005New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser the Trustee Notes for the aggregate principal amount of Six Million Dollars (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant $6,000,000). Subject to the terms hereof and conditions of this Agreement, no later than one (ii1) a Series A Warrantbusiness day following Closing, the Company shall deliver to purchase such each Purchaser, or Purchaser’s nominee, that number of shares of Common Stock as is Purchased Shares set forth opposite the name of such Purchaser on Exhibit A attached hereto. A. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer of immediately available funds to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number Notes and Warrants for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretoup to Three Million Five Hundred Dollars ($3,500,000) (the “Purchase Price”). The closing of the purchase and sale of the Shares Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Kxxxxx Xxxxx Xxxxxxxx & Fxxxxxx LLP, 460 St- Xxxxxxx, Xxxxx 00, 1000 Xxxxxx xx xxx Xxxxxxxx, xxxxxxxx xx QuebecXxx Xxxx, Canada Xxx Xxxx 00000 (the "“Closing"”) at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8thJuly 6, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, 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 (ix) a certificate registered in its Note for the principal amount set forth opposite the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof on Exhibit A hereto and (iiy) a Series A Warrant, Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number Notes and the Warrants for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretothree hundred seventy five thousand ($375,000.00) (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about December 30, 2010 (the Shares and Warrants to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of XL Generation International Inc.Vision Opportunity Master Fund, 460 St- XxxxxxxLtd., Xxxxx 0000 Xxxx 00xx Xxxxxx, Xxxxxxxx0xx Xxxxx, xxxxxxxx xx QuebecXxx Xxxx, Canada (the "Closing") Xxx Xxxx 00000 at 11:59 p.m.10:00 a.m., Eastern time (i) on or before November 8th, 2005New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, 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 (ix) a certificate registered in its Notes for the principal amount set forth opposite the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and on Exhibit A hereto, (iiy) a Series A Warrant, 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 heretohereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. A. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, 460 St- XxxxxxxThe Chrysler Building, Xxxxx 00000 Xxxxxxxxx Xxxxxx, XxxxxxxxXxx Xxxx, xxxxxxxx xx Quebec, Canada Xxx Xxxx 00000 (the "Closing") at 11:59 p.m.10:00 a.m., Eastern New York time (ia) on or before November 8thJanuary 7, 2005; , provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (iib) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to At the terms and conditions of this AgreementClosing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (i) a certificate registered in the name of such the Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. A. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. A. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Proskauer Rose LLP, 460 St- Xxxxxxx1585 Broadway, Xxxxx 00, Xxxxxxxx, xxxxxxxx xx Quebec, Canada New York 10036 (the "Closing") at 11:59 p.m.xx xxxx xxxx xxx xx xxxx xxxx xx xxx Xxxxxxxxxx xnd the Company may agree upon (the "Closing Date"), Eastern time (i) on or before November 8th, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith. At the Closing, or (ii) at such other time and place or on such date as in addition to the Purchasers and items required to be delivered by the Company may agree upon (the "Closing Date"). Subject pursuant to the terms and conditions of this AgreementSection 4.2 hereof, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (i) a certificate registered in the name of such the Purchaser representing the number of Shares that as is set forth opposite the name of such Purchaser is purchasing pursuant to the terms hereof on Exhibit A and (ii) a Series A Warrant, certificate representing each series of Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. A. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the CompanyCompany and receipt of funds to be confirmed by the bank.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc., 460 St- XxxxxxxSt-Gabriel, Xxxxx 00Suite 21, XxxxxxxxMonxxxxx, xxxxxxxx xx Quebec, Canada (the "Closing") at 11:59 p.m., Eastern time (i) on or before November 8thJanuary 5th, 20052006; 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 (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A B Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number Notes and Warrants for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretoup to Six Million Six Hundred Thousand Dollars ($6,600,000) (the “Purchase Price”). The closing of the purchase and sale of the Shares Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Proskauer Rose LLP, 460 St- Xxxxxxx, Xxxxx 00, 0000 Xxxxxxxx, xxxxxxxx xx QuebecXxx Xxxx, Canada Xxx Xxxx 00000 (the "“Closing"”) at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8thAugust 16, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, 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 (ix) a certificate registered in its Note for the principal amount set forth opposite the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof on Exhibit A hereto and (iiy) a Series A Warrant, Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchasers and the Purchasers, severally but not jointly, agree to purchase the number Units for $1.00 per unit, and for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretoThree Hundred Thousand Dollars ($300,000) (the "Purchase Price"). The closing of the purchase and sale of the Shares and Warrants Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Sonnenschein, 460 St- XxxxxxxNath & Rosenthal, LLX, 000 XXK Parkwxx, Xxxxx 00Xxxxx, Xxxxxxxx, xxxxxxxx xx Quebec, Canada XX 00000-0000 (the xxx "ClosingXxxxxxg") at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8thJune 10, 20052008; 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 (ix) a certificate registered in Convertible Secured Promissory Note corresponding to the number of Units set forth opposite the name of such Purchaser representing on Exhibit A hereto, (y) Warrants corresponding to the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock Units as is set forth opposite the name of such Purchaser on Exhibit A attached heretohereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by in the Company.manner indicated on Exhibit A.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number Notes and Warrants for an aggregate purchase price of Shares Eight Hundred and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretoFifty Thousand Dollars ($850,000) (the “Purchase Price”). The Notes and Warrants shall be sold and funded in one closing of (the “Closing”) which shall take place on or before February 28, 2006 (the “Closing Date”). At the Closing, the purchase and sale of the Shares Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place the office of counsel for the Holders as set forth herein, at the offices of XL Generation International Inc.10:00 a.m., 460 St- Xxxxxxx, Xxxxx 00, Xxxxxxxx, xxxxxxxx xx Quebec, Canada (the "Closing") at 11:59 p.m., Eastern time (i) on or before November 8th, 2005New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the each Closing shall have been fulfilled or waived in accordance herewith, 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 each Closing the Company shall deliver or cause to be delivered to each Purchaser (ix) a certificate registered in its Notes for the principal amount set forth opposite the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof on Exhibit A hereto and (iiy) a Series A Warrant, 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. At the each Closing, each Purchaser shall deliver its Purchase Price by wire transfer of immediately available funds to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number Notes and Warrants for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretoup to Four Million Six Hundred Twenty Thousand Dollars ($4,620,000) (the “Purchase Price”). The closing of the purchase and sale of the Shares Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, 460 St- XxxxxxxThe Chrysler Building, Xxxxx 00000 Xxxxxxxxx Xxxxxx, XxxxxxxxXxx Xxxx, xxxxxxxx xx Quebec, Canada Xxx Xxxx 00000 (the "“Closing"”) at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8thOctober 28, 20052004; 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 (ix) a certificate registered in its Note for the principal amount set forth opposite the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof on Exhibit A hereto and (iiy) a Series A Warrant, Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. A. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Xxxxxxxx Curhan Ford & Co., 460 St- Xxxxxxx000 Xxxxxxx Xxxxxx, Xxxxx 00000, XxxxxxxxXxx Xxxx, xxxxxxxx xx Quebec, Canada Xxx Xxxx 00000 (the "“Closing"”) at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8th__, 2005; 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 (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached heretoor shall issue an irrevocable letter of instruction to its transfer agent to issue the Shares. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. A. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement (the “Closing”) shall take place at on Thursday, January 18, 2007 or on such other date as the offices of XL Generation International Inc., 460 St- Xxxxxxx, Xxxxx 00, Xxxxxxxx, xxxxxxxx xx Quebec, Canada Purchasers and the Company may mutually agree upon (the "Closing") at 11:59 p.m.“Closing Date”), Eastern time (i) on or before November 8th, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith. At the Closing, 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 (i) a certificate registered in the name of such the Purchaser representing the number of Shares that as is set forth opposite the name of such Purchaser is purchasing pursuant to the terms hereof and on Exhibit A, (ii) a Series A Warrant, Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached heretoand (iii) any other deliveries as required by Article IV. At the Closing, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and WarrantsShares, in each case, set forth opposite their respective names on Exhibit A attached hereto. A. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Kramer Levin Naftalis & Frankel LLP, 460 St- Xxxxxxx1177 Avenue of the Americas, Xxxxx Xxx Xxxx, Xxx Xxxx 00036 (xxx "Xlosing") xx 00:00 x.x. xx Xxxxxxx 00, Xxxxxxxx, xxxxxxxx 0000 xx Quebec, Canada xx xxxx xxxx xnd on such date as the Purchasers and the Company may agree upon (the "ClosingClosing Date") at 11:59 p.m.), Eastern time (i) on or before November 8th, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith. At the Closing, 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 (i) a certificate registered in the name of such the Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached heretoand (ii) any other deliveries as required by Article IV. At the Closing, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. A. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, 460 St- XxxxxxxThe Chrysler Building, Xxxxx 00000 Xxxxxxxxx Xxxxxx, XxxxxxxxXxx Xxxx, xxxxxxxx xx Quebec, Canada Xxx Xxxx 00000 (the "Closing") at 11:59 p.m.such time and on such date as the Purchasers and the Company may agree upon (the "Closing Date"), Eastern time (i) on or before November 8th, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith. At the Closing, or (ii) at such other time and place or on such date as in addition to the Purchasers and items required to be delivered by the Company may agree upon (the "Closing Date"). Subject pursuant to the terms and conditions of this AgreementSection 4.2 hereof, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (i) a certificate registered in the name of such the Purchaser representing the number of Shares that as is set forth opposite the name of such Purchaser is purchasing pursuant to the terms hereof on Exhibit A and (ii) a Series A Warrant, certificate representing each series of Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. A. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. A. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, 460 St- XxxxxxxThe Chrysler Building, Xxxxx 00000 Xxxxxxxxx Xxxxxx, XxxxxxxxXxx Xxxx, xxxxxxxx xx Quebec, Canada Xxx Xxxx 00000 (the "Closing") at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8thOctober 31, 2005; 2002, 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 At the terms and conditions of this AgreementClosing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (i) a certificate registered in the name of such the Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, certificate representing a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. A. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree Purchaser agrees to purchase the number of Shares and Warrants, in each case, Warrants set forth opposite their respective names its name on Exhibit A attached hereto. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers Purchaser from the Company under this Agreement shall take place at the offices of XL Generation International Inc., 460 St- XxxxxxxSt-Gabriel, Xxxxx 00Suite 21, XxxxxxxxMontreal, xxxxxxxx xx province of Quebec, Canada (the "ClosingXxxxxxx") at 11:59 xx 00:59 p.m., Eastern time (i) on or before November 8thDecember___ , 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers Purchaser and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each the Purchaser (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each the Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number Notes and the Warrants for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretofive hundred thousand ($500,000.00) (the “Purchase Price”). The closing of under this Agreement (the purchase and sale of “Closing”) shall take place on or about January 28, 2010 (the Shares and Warrants to be acquired by the Purchasers from the Company “Closing Date”). The Closing under this Agreement shall take place at the offices of XL Generation International Inc.Vision Opportunity Master Fund, 460 St- XxxxxxxLtd., Xxxxx 0000 Xxxx 00xx Xxxxxx, Xxxxxxxx0xx Xxxxx, xxxxxxxx xx QuebecXxx Xxxx, Canada (the "Closing") Xxx Xxxx 00000 at 11:59 p.m.10:00 a.m., Eastern time (i) on or before November 8th, 2005New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, 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 (ix) a certificate registered in its Notes for the principal amount set forth opposite the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and on Exhibit A hereto, (iiy) a Series A Warrant, 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 heretohereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees Issuers agree to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number Notes and the Warrants for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretofive hundred thousand ($500,000.00) (the “ Purchase Price ”). The closing of under this Agreement (the purchase and sale of “ Closing ”) shall take place on or about November 12, 2010 (the Shares and Warrants to be acquired by the Purchasers from the Company “ Closing Date ”). The Closing under this Agreement shall take place at the offices of XL Generation International Inc.Vision Opportunity Master Fund, 460 St- XxxxxxxLtd., Xxxxx 0020 West 00 xx Xxxxxx, Xxxxxxxx0 xx Xxxxx, xxxxxxxx xx QuebecXxx Xxxx, Canada (the "Closing") Xxx Xxxx 00000 at 11:59 p.m.10:00 a.m., Eastern time (i) on or before November 8th, 2005New York time; providedprovided , 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 (ix) a certificate registered in its Notes for the principal amount set forth opposite the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and on Exhibit A hereto, (iiy) a Series A Warrant, 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 heretohereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its the applicable Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number Note and Warrants for an aggregate purchase price of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretoup to Three Million Dollars ($3,000,000) (the “Purchase Price”). The closing of the purchase and sale of the Shares Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 460 St- Xxxxxxx, Xxxxx 00, 0000 Xxxxxx xx xxx Xxxxxxxx, xxxxxxxx xx QuebecXxx Xxxx, Canada Xxx Xxxx 00000 (the "“Closing"”) at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8thJune 13, 20052007; 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 (ix) a certificate registered in its Notes for the principal amount set forth opposite the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and on Exhibit A hereto, (iiy) a Series A Warrant, 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 heretohereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the Companyescrow agent.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Arch Management Services Inc., 460 St- Xxxxxxx0000 Xxxxx-Xxxxxx, Xxxxx 00000, XxxxxxxxXxxxxx-Xxxxxx, xxxxxxxx xx QuebecXxxxxx, Canada X0X 0X0 (the "“Closing"”) at 11:59 p.m., Eastern Montreal time (i) on or before November 8th1st , 20052006; 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 (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. A. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, 460 St- XxxxxxxThe Chrysler Building, Xxxxx 00000 Xxxxxxxxx Xxxxxx, XxxxxxxxXxx Xxxx, xxxxxxxx xx Quebec, Canada Xxx Xxxx 00000 (the "Closing") at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8thFebruary 20, 2005; 2004, 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 At the terms and conditions of this AgreementClosing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (i) a certificate registered in the name of such the Purchaser representing the number of Shares that as is set forth opposite the name of such Purchaser is purchasing pursuant to the terms hereof on Exhibit A and (ii) a Series A Warrant, certificate representing a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. A. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Preferred Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached heretothe Warrants for an aggregate purchase price of not less than $13,000,000 (the "Purchase Price"). The closing of the purchase and sale of the Preferred Shares and the Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Lord Bissell & Brook LLP, 460 St- 885 Third Avenue, 26th Floor, New Xxxx, XX 00000 (xxx "Xxxxxxx, Xxxxx 00, Xxxxxxxx, xxxxxxxx xx Quebec, Canada (the "Closing") at 11:59 p.m.xx 00:00 x.x., Eastern Xxx York time (i) on or before November 8th, 2005such date as the Purchasers and the Company may agree upon; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon herewith (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (ix) a certificate registered in for the number of Preferred Shares set forth opposite the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and on Exhibit A hereto, (iiy) a Series A Warrant, 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 heretohereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an the escrow account designated by pursuant to the CompanyEscrow Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number amount of Shares and Warrants, in each case, Warrants set forth opposite their respective names on Exhibit A attached hereto. A. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc.Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, 460 St- XxxxxxxThe Chrysler Building, Xxxxx 00000 Xxxxxxxxx Xxxxxx, XxxxxxxxXxx Xxxx, xxxxxxxx xx Quebec, Canada Xxx Xxxx 00000 (the "Closing") at 11:59 p.m.10:00 a.m., Eastern New York time (i) on or before November 8thJune 28, 2005; 2002, 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 At the terms and conditions of this AgreementClosing, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (i) a certificate and a Warrant, registered in the name of such Purchaser the Purchaser, representing the number of Shares and Warrants that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached heretohereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.