Common use of Purchase Price and Closings Clause in Contracts

Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants for the aggregate purchase price specified on Exhibit A attached hereto (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each a “Closing”) shall take place on a date and time agreed to by the Company and the Shareholders closing on such date, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”. Each Closing shall take place at the offices of counsel to the Placement Agent. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, and (y) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Purchaser shall deliver its Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”).

Purchase Price and Closings. 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, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants for the aggregate purchase price specified on Exhibit A attached hereto (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale number of Shares and Warrants set forth opposite their respective names on Exhibit A. The Securities shall be sold and funded in a closing (the Warrants (each a “Closing”) that shall take place on a date and time agreed to by the Company and the Shareholders closing on such dateor about December 3, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 2009 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”); provided, however, that in the event that the Company receives an aggregate Purchase Price of less than One Million Dollars at the Closing, it may hold one or more additional closings until it has received the maximum aggregate Purchase Price pursuant to Section 1.1(a) above. Each The Closing shall take place at the offices of counsel the Company, 00 Xxxxx Xxxxxxx, Xxxxxxxx, XX 00000; provided, that all of the conditions set forth in Article IV hereof and applicable to the Placement AgentClosing shall have been fulfilled or waived in accordance herewith. Subject At the Closing and upon receipt by the Company of the appropriate purchase price from each Purchaser (i.e., a purchase price equal to the terms and conditions number of this AgreementShares to be purchased by such Purchaser multiplied by the Per Share Purchase Price), at the Closing the Company shall deliver or cause to be delivered to each such Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Each Purchaser shall deliver each of the documents required to be delivered by it pursuant to Article IV hereof as well as its portion of the Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”).

Purchase Price and Closings. 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 Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree Purchaser agrees to purchase the number of Preferred Shares set forth opposite Purchaser’s name on Exhibit A. Purchaser acknowledges that the sale of Preferred Shares to Purchaser is part of an offering of such securities and that there will be other purchasers of Preferred Shares in that offering, in each case pursuant to terms of this Agreement or agreements with terms and conditions substantially the same as this Agreement and provided that each such purchaser of Preferred Shares executes a signature page thereto and to each of the other Transaction Documents (as defined in Section 2.1(b) hereof) to which said purchasers are a party, and thereby agrees to be bound by and subject to the terms and conditions hereof and thereof. The Company may accept or reject any subscription for Preferred Shares, including Purchaser’s. The initial Closing under this Agreement (the “Initial Closing”) shall take place on or about December __, 2009, or as soon thereafter as the Company has identified purchasers (including Purchaser) to invest at least $2,600,000 in the Preferred Shares (excluding any Purchase Price paid by cancellation of Company debt) and all other conditions to closing have been satisfied or waived (the “Initial Closing Date”). Each subsequent Closing (each, a “Subsequent Closing”) shall take place upon the mutual agreement of the Company and the Warrants for purchasers participating in such Subsequent Closing, but in no event later than sixty (60) days from the Initial Closing Date (each, a “Subsequent Closing Date”); provided, however, that the parties may mutually agree to extend the Subsequent Closing Date beyond the sixty-day period. The maximum aggregate purchase price specified on Exhibit A attached hereto paid at all closings for purchases of the Preferred Shares (including by cancellation of Company debt) will be $30,000,000 (the aggregate of all such purchase prices paid at any Closing, the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each a “Closing”) shall take place on a date and time agreed to by the Company and the Shareholders closing on such date, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in under this Agreement as a “Closing Date”. Each Closing shall take place at the offices of counsel to the Placement AgentDurham Xxxxx & Xxxxxxx, P.C., 000 Xxxx Xxxxxxxx, Xxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000 at 10:00 a.m., Mountain Time, or at such other time and place as may be mutually agreed upon. 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 purchaser participating in such Closing (x) a certificate for the number of Preferred Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, acquired by said purchaser and (y) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the each Closing, the Purchaser each purchaser shall deliver cause its Purchase Price to be delivered by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, net of wire and bank fees. Wire instructions will be provided separately by the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”)Company following receipt of this Agreement duly executed by Purchaser.

Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree to purchase the Preferred Shares and the Warrants for the an aggregate purchase price specified on Exhibit A attached hereto of up to $2,000,000 (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale of The Preferred Shares and the Warrants shall be sold and funded in separate closings (each each, a “Closing”). The initial Closing under this Agreement (the “Initial Closing”) shall take place on or about March 9, 2007 (the “Initial Closing Date”) and shall be funded in the amount of One Million Five Hundred Thousand Dollars ($1,500,000). Each subsequent Closing under this Agreement (each, a date and time agreed to by “Subsequent Closing”) shall take place upon the mutual agreement of the Company and the Shareholders closing on such datePurchasers, but in no Closing shall take place event later than November 15March 31, 20102007 (each, unless extended by mutual agreement by a “Subsequent Closing Date”), and shall be funded in the Company and the Placement Agent aggregate amount of up to a date no later than December 15, 2010 Five Hundred Thousand Dollars (the “Offering Period”$500,000). The date on which a Initial Closing takes place is Date and each Subsequent Closing Date are sometimes referred to in this Agreement as a the “Closing Date”. Each Closing under this Agreement shall take place at the offices of counsel to the Placement AgentXxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York time. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account maintained designated by Signature Bank, as the escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”)agent.

Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants Units for the an aggregate purchase price specified on Exhibit A attached hereto of $3.11 per Unit (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each The initial closing of the purchase and sale of Shares and the Warrants (each a “Closing”) shall take place on a date and time agreed Units to be acquired by the Company and the Shareholders closing on such date, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by Purchasers from the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in under this Agreement as a “Closing Date”. Each Closing shall take place at the offices of counsel Guzov Ofsink, LLC , 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (the “Initial Closing”) at 2:00 p.m., New York time on such 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 Placement AgentInitial Closing shall have been fulfilled or waived in accordance herewith (the “Initial Closing Date”). The Purchasers and the Company acknowledge and agree that the Company may consummate the sale of additional Units to Purchasers or other purchasers, on the terms set forth in this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), at a closing or additional closings (each, an “Additional Closing”; the Initial Closing and any Additional Closing are also sometimes referred to herein as a “Closing”), all of which Additional Closings shall occur not later than June 13, 2008 (the date of any Additional Closing is hereinafter referred to as an Additional Closing Date” and the Initial Closing Date and any Additional Closing Date are also sometimes referred to herein as a “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 (x) a certificate for the number of Preferred Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A heretohereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing), (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto (or as such Exhibit A may be amended to add additional purchasers at an Additional Closing) and (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to For the Initial Closing, the each Purchaser shall deliver its Purchase Price for the number of Units purchased by wire transfer to the escrow account pursuant to the Closing Escrow Agreement (as hereafter defined). For Additional Closings, each Purchaser shall deliver its Purchase Price for the number of Units purchased directly to the Company. In addition, the parties acknowledge that Three Hundred Thousand Dollars ($300,000) of the Purchase Price funded on the Initial Closing Date shall be deposited in an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement the General Escrow Agreement (as hereafter defined) to be used by the “Escrow Agreement”) by Company in connection with investor and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”)public relations.

Purchase Price and Closings. 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, and the Purchasers, severally but not jointly, agree to purchase the numbers of Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The minimum purchase price paid at the Warrants for Initial Closing (as defined below) will be $3,000,000 (excluding any Purchase Price paid by cancellation of Series A Convertible Preferred Stock) and the maximum aggregate purchase price specified on Exhibit paid at all closings (including by cancellation of Series A attached hereto Convertible Preferred Stock) will be $19,800,000 (the aggregate of all such purchase prices paid at any Closing, the “Purchase Price”). There may The Shares shall be one or more Closings sold and funded in separate closings (each, a “Closing”), in each case pursuant to terms of this Agreement and provided that each Purchaser executes a signature page hereto and to each of the other Transaction Documents (as defined belowin Section 2.1(b) pursuant hereof) to this Agreementwhich the Purchasers are a party, each at a date and time thereby agrees to be agreed upon bound by and subject to the Company terms and conditions hereof and thereof. The initial Closing under this Agreement (the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each a “Initial Closing”) shall take place on or about September 24, 2007, or as soon thereafter as the Company has identified Purchasers to purchase at least 3,000 Preferred Shares and all other conditions to closing have been satisfied or waived (the “Initial Closing Date”). Each subsequent Closing under this Agreement (each, a date and time agreed to by “Subsequent Closing”) shall take place upon the mutual agreement of the Company and the Shareholders closing on Purchasers participating in such dateSubsequent Closing, but in no Closing shall take place event later than November 15October 26, 20102007 (each, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering PeriodSubsequent Closing Date”). The date on which a Initial Closing takes place is Date and each Subsequent Closing Date are sometimes referred to in this Agreement as a the “Closing Date”. Each Closing under this Agreement shall take place at the offices of counsel to the Placement AgentSadis & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York time, or at such other time and place as may be mutually agreed upon. 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 participating in such Closing (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the each Closing, the each Purchaser participating in such Closing shall deliver its portion of the Purchase Price by wire transfer to an escrow account maintained by Signature Bankthe Company. Notwithstanding the foregoing, as escrow agent in lieu of paying in cash, the holders of the Company’s Series A Convertible Preferred Stock and associated warrants (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow AgreementSeries A Holders”) shall pay their respective portion of the Purchase Price hereunder through the cancellation of such holders’ Series A Convertible Preferred Stock (and associated warrants) in the respective individual amounts set forth on Exhibit A hereto; provided, however, that such payments shall not be considered for purposes of determining whether the minimum purchase price obligation has been satisfied. The portion of the Purchase Price to be paid by the Series A Holders by virtue of the cancellation of such Purchasers’ Series A Convertible Preferred Stock (and among associated warrants) shall be the Companyoriginal cash purchase price paid by such Purchasers under the Securities Purchase Agreement dated as of November 27, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”)2006 plus any unpaid dividends accrued thereunder.

Purchase Price and Closings. 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, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants for the aggregate purchase price specified on Exhibit A attached hereto (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale number of Shares and Warrants set forth opposite their respective names on Exhibit A. The Securities shall be sold and funded in a closing (the Warrants (each a “Closing”) that shall take place on a date and time agreed to by the Company and the Shareholders closing on such dateor about November 13, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 2009 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”); provided, however, that in the event that the Company receives an aggregate Purchase Price of less than Three Million Dollars at the Closing, it may hold one or more additional closings until it has received the maximum aggregate Purchase Price pursuant to Section 1.1(a) above. Each The Closing shall take place at the offices of counsel the Company, 00 Xxxxx Xxxxxxx, Xxxxxxxx, XX 00000; provided, that all of the conditions set forth in Article IV hereof and applicable to the Placement AgentClosing shall have been fulfilled or waived in accordance herewith. Subject At the Closing and upon receipt by the Company of the appropriate purchase price from each Purchaser (i.e., a purchase price equal to the terms and conditions number of this AgreementShares to be purchased by such Purchaser multiplied by the Per Share Purchase Price), at the Closing the Company shall deliver or cause to be delivered to each such Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Each Purchaser shall deliver each of the documents required to be delivered by it pursuant to Article IV hereof as well as its portion of the Purchase Price by wire transfer to an escrow account maintained designated by Signature Bank, as the escrow agent (prior to the “Escrow Agent”), pursuant Closing. The Company may also accept certain non-cash consideration or cash consideration delivered directly to an escrow agreement (the “Escrow Agreement”) by and among the Company, as agreed upon between the Escrow Agent Company and Aegis Capital Corp. (the “Placement Agent”)any Purchaser and set forth on Exhibit A hereto.

Purchase Price and Closings. 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, and the Purchasers, severally but not jointly, agree to purchase the numbers of Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The minimum purchase price paid at the Warrants for Initial Closing (as defined below) will be $10,000,000 (excluding any Purchase Price paid by cancellation of the NovaRay Notes) and the maximum aggregate purchase price specified on Exhibit A attached hereto paid at all closings (including by cancellation of the NovaRay Notes) will be $20,174,399.85 (the aggregate of all such purchase prices paid at any Closing, the “Purchase Price”). There may The Preferred Shares and Warrants shall be one or more Closings sold and funded in separate closings (each, a “Closing”), in each case pursuant to terms of this Agreement and provided that each Purchaser executes a signature page hereto and to each of the other Transaction Documents (as defined belowin Section 2.1(b) pursuant hereof) to this Agreementwhich the Purchasers are a party, each at a date and time thereby agrees to be agreed upon bound by and subject to the Company terms and the conditions hereof and thereof. All additional new Purchasers purchasing Securities on such date. Each closing of the sale of and all additional Preferred Shares and Warrants to be purchased hereunder shall be reflected on Exhibit A, which shall automatically be amended without any further action by any party hereto. The initial Closing under this Agreement (the Warrants (each a “Initial Closing”) shall take place on or about December 27, 2007, or as soon thereafter as the Company has identified Purchasers to invest at least $10,000,000 and all other conditions to closing have been satisfied or waived (the “Initial Closing Date”). Each subsequent Closing under this Agreement (each, a date and time agreed to by “Subsequent Closing”) shall take place upon the mutual agreement of the Company and the Shareholders closing on Purchasers participating in such date, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”. Each Closing shall take place at the offices of counsel to the Placement Agent. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, and (y) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Purchaser shall deliver its Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”).Subsequent

Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree to purchase the Shares Series A Preferred Stock and the Warrants for the an aggregate purchase price specified on Exhibit A attached hereto of up to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Purchase Price”). There ; provided that, the total Purchase Price may be one or more Closings increased to up to Four Million Dollars (as defined below$4,000,000) pursuant to this Agreement, each solely at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such dateCompany’s discretion. Each closing The sale of the sale of Shares Series A Preferred Stock and the Warrants shall be sold and funded in separate closings (each each, a “Closing”). The initial Closing under this Agreement (the “Initial Closing”) shall take place on or before April 15, 2010 (the “Initial Closing Date”. Each subsequent Closing under this Agreement (each, a “Subsequent Closing”) shall take place on a date and time agreed to by (each, a “Subsequent Closing Date”) upon the mutual agreement of the Company and the Shareholders closing on such dateany subsequent Purchaser, but in no Closing shall take place event later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15May 31, 2010 (the “Offering PeriodFinal Closing Date”). There is no minimum number of shares or dollar amount of Series A Preferred Stock and Warrants that must be sold at the Initial Closing or any Subsequent Closing, nor is there any minimum number of shares or dollar amount of Series A Preferred Stock and Warrants that must be sold by the Final Closing Date. The date on which a Initial Closing, each Subsequent Closing takes place is and the Final Closing are sometimes referred to in this Agreement as a the “Closing” and the Initial Closing Date, each Subsequent Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the “Closing Date”. Each Closing under this Agreement shall take place at the offices of counsel to the Placement AgentHxxxxxx Xxxx LLP, 1000 Xxxxxxxx, 00xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York time. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Series A Preferred Shares and sand Warrants set et forth opposite the name of such Purchaser on Exhibit A hereto, and (y) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Purchaser shall deliver its Purchase Price by wire transfer to an escrow account maintained designated by Signature Bank, as the escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (a certain Escrow Agreement dated as of the “Escrow Agreement”) date hereof by and among the Company, the Escrow escrow agent and the Placement Agent and Aegis Capital Corp. (the “Placement AgentEscrow Agreement”).

Purchase Price and Closings. 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, and the Purchasers, severally but not jointly, agree to purchase the number of Shares and the Warrants for the aggregate purchase price specified set forth opposite their respective names on Exhibit A attached hereto A. The Shares and Warrants shall be sold and funded in two separate closings (each, a “Closing”). The initial Closing under this Agreement (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each a “Initial Closing”) shall take place on a date or about June 26, 2008 (the “Initial Closing Date”) and time agreed to by shall be funded in the amount of Three Million Dollars ($3,000,000). The second Closing under this Agreement (the “Second Closing”) shall take place upon the mutual agreement of the Company and the Shareholders closing on such dateany subsequent Purchaser, but in no Closing shall take place event later than November 15July 26, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 2008 (the “Offering PeriodSecond Closing Date”), and shall be funded in the amount of One Million Dollars ($1,000,000). Each subsequent Purchaser shall execute this Agreement and the other applicable Transaction Documents (as hereafter defined) in the capacity of a Purchaser and Exhibit A shall be supplemented to reflect the sale of such additional Shares and Warrants. The date on which a Initial Closing takes place is Date and the Second Closing Date are sometimes referred to in this Agreement as a the “Closing Date”. Each Closing under this Agreement shall take place at the offices of counsel Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, provided, that all of the conditions set forth in Article IV hereof and applicable to such Closing shall have been fulfilled or waived in accordance herewith. At each Closing and upon receipt by the Company of the appropriate purchase price from each Purchaser (i.e., a purchase price equal to the Placement Agent. Subject number of Shares to be purchased by such Purchaser multiplied by the terms and conditions of this AgreementPer Share Purchase Price), at the Closing the Company shall deliver or cause to be delivered to each such Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Each Purchaser shall deliver each of the documents required to be delivered by it pursuant to Article IV hereof as well as its portion of the Purchase Price by wire transfer to an escrow account maintained designated by Signature Bank, as the escrow agent (the “Escrow Agent”), pursuant prior to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”)each Closing.

Purchase Price and Closings. 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, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants for the aggregate purchase price specified on Exhibit A attached hereto (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale number of Shares and Warrants set forth opposite their respective names on Exhibit A. The Securities shall be sold and funded in a closing (the Warrants (each a “Closing”) that shall take place on a date and time agreed to by the Company and the Shareholders closing on such date, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15or about February 9, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “"Closing Date”); provided, however, that in the event that the Company receives an aggregate Purchase Price of less than Three Million Dollars at the Closing, it may hold one or more additional closings until it has received the maximum aggregate Purchase Price pursuant to Section 1.1(a) above. Each The Closing shall take place at the offices of counsel the Company, 00 Xxxxx Xxxxxxx, Xxxxxxxx, XX 00000; provided, that all of the conditions set forth in Article IV hereof and applicable to the Placement AgentClosing shall have been fulfilled or waived in accordance herewith. Subject At the Closing and upon receipt by the Company of the appropriate purchase price from each Purchaser (i.e., a purchase price equal to the terms and conditions number of this AgreementShares to be purchased by such Purchaser multiplied by the Per Share Purchase Price), at the Closing the Company shall deliver or cause to be delivered to each such Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Each Purchaser shall deliver each of the documents required to be delivered by it pursuant to Article IV hereof as well as its portion of the Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”).

Purchase Price and Closings. 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, and the Purchasers, severally but not jointly, agree to purchase the numbers of Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The minimum purchase price paid at the Warrants for Initial Closing (as defined below) will be $3,000,000 (excluding any Purchase Price paid by cancellation of the NovaRay Notes) and the maximum aggregate purchase price specified on Exhibit A attached hereto paid at all closings (including by cancellation of the NovaRay Notes) will be $10,000,000 (the aggregate of all such purchase prices paid at any Closing, the “Purchase Price”). There The Preferred Shares and Warrants may be one or more Closings sold and funded in separate closings (each, a “Closing”), in each case pursuant to terms of this Agreement and provided that each Purchaser executes a signature page hereto and to each of the other Transaction Documents (as defined belowin Section 2.1(b) pursuant hereof) to this Agreementwhich the Purchasers are a party, each at a date and time thereby agrees to be agreed upon bound by and subject to the Company terms and the conditions hereof and thereof. All additional new Purchasers purchasing Securities on such date. Each closing of the sale of and all additional Preferred Shares and Warrants to be purchased hereunder shall be reflected on Exhibit A, which shall automatically be amended without any further action by any party hereto. The initial Closing under this Agreement (the Warrants (each a “Initial Closing”) shall take place on or about October 27, 2009, or as soon thereafter as the Company has identified Purchasers to invest at least $3,000,000 and all other conditions to closing have been satisfied or waived (the “Initial Closing Date”). Each subsequent Closing under this Agreement (each, a date and time agreed to by “Subsequent Closing”) shall take place upon the mutual agreement of the Company and the Shareholders closing on Purchasers participating in such dateSubsequent Closing, but in no Closing shall take place event later than November 15forty-five (45) days from the Initial Closing Date (each, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering PeriodSubsequent Closing Date”). The date on which a Initial Closing takes place is Date and each Subsequent Closing Date are sometimes referred to in this Agreement as a the “Closing Date”. Each Closing under this Agreement shall take place at the offices of counsel to the Placement AgentSadis & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York time, or at such other time and place as may be mutually agreed upon. Subject to the terms and conditions of this Agreement, at the each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of participating in such Purchaser on Exhibit A hereto, and (y) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Purchaser shall deliver its Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”).

Purchase Price and Closings. 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, and the Purchasers, severally but not jointly, agree to purchase the number of Shares and the Warrants for the aggregate purchase price specified set forth opposite their respective names on Exhibit A attached hereto (the “Purchase Price”). There may A. The Securities shall be sold and funded in one or more Closings closings (as defined below) pursuant to this Agreementeach, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each a “Closing”) ), the first of which shall take place on a date and time agreed to by the Company and the Shareholders closing on such date, but no Closing shall take place later than or about November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 155, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”). Each Closing shall take place at the offices of counsel the Company, 00 Xxxxx Xxxxxxx, Xxxxxxxx, XX 00000; provided, that all of the conditions set forth in Article IV hereof and applicable to the Placement AgentClosing shall have been fulfilled or waived in accordance herewith. Subject At the Closing and upon receipt by the Company of the appropriate purchase price from each Purchaser (i.e., a purchase price equal to the terms and conditions number of this AgreementUnits to be purchased by such Purchaser multiplied by the Per Unit Purchase Price), at the Closing the Company shall deliver or cause to be delivered to each such Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, (y) Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Each Purchaser shall deliver each of the documents required to be delivered by it pursuant to Article IV hereof as well as its portion of the Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”).

Purchase Price and Closings. Subject The consummation of the transactions contemplated hereby in respect of the Notes to be issued in the terms and conditions hereof, principal amount of the Company agrees to issue and sell to the Purchasers and, Tranche A Purchase Price (as defined in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants for the aggregate purchase price specified on Exhibit A attached hereto hereto) (the “Tranche A Closing”) shall take place on the first business day following the Company’s receipt of the Tranche A Purchase PricePrice in full in immediately available funds pursuant to the escrow agreement, in substantially the form attached hereto as Exhibit C (the “PRC Escrow Agreement”), it being understood, acknowledged and agreed that the Investors shall pay such Tranche A Purchase Price to the Company no later than December 18, 2009. There may The consummation of the transactions contemplated hereby in respect of the Notes to be one or more Closings issued in the principal amount of the Tranche B Purchase Price (as defined belowin Exhibit A hereto) pursuant to this Agreement(the “Tranche B Closing” and, each at a date and time to be agreed upon by together with the Company and Tranche A Closing, the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each “Closings” and, each, a “Closing”) shall take place on a the first business day following the Company’s receipt of the Tranche B Purchase Price in full in immediately available funds pursuant to the escrow agreement, in substantially the form attached hereto as Exhibit D (the “U.S. Escrow Agreement”) and, together with this Agreement, the Notes and the PRC Escrow Agreement, the “Transaction Documents”), it being understood, acknowledged and agreed that the Investors shall pay such Tranche B Purchase Price to the Company no later than the first business day following the completion of the audit of the Company’s financial statements (the “Audit Completion”) in connection with the Share Exchange (as defined below). For all purposes, each Closing shall be deemed to have occurred at 10:00 a.m., New York City time, or such later date and time as may be mutually agreed to upon by the Company and the Shareholders closing on such dateInvestor, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”. Each Closing shall take place at the offices of counsel to the Placement Agent. Subject to the terms and conditions of this AgreementXxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto0000 Xxxxxx xx xxx Xxxxxxxx, and (y) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the ClosingXxx Xxxx, the Purchaser shall deliver its Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”)Xxx Xxxx 00000.

Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree to purchase the Preferred Shares and the Warrants for the an aggregate purchase price specified on Exhibit A attached hereto of $10,000,000 (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each The closing of the purchase and sale of the Preferred Shares and the Warrants (each a “Closing”) shall take place on a date and time agreed to be acquired by the Company and the Shareholders closing on such date, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by Purchasers from the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in under this Agreement as a “Closing Date”. Each Closing shall take place at the offices of counsel Leser, Hunter, Taubman & Taubman, 10 Xxxxx Xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing”) at 10:00 a.m., New York time (i) on or before October 31, 2007; provided, that all of the conditions set forth in Article IV hereof and applicable to the Placement AgentClosing 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 in writing signed by the Company and the Purchasers (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, (y) Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to As of the Closingdate hereof, the Purchaser shall deliver its Purchase Price by wire transfer to has been deposited into an escrow account maintained with Leser, Hunter, Taubman & Taubman, pursuant to the Escrow Agreement, dated September 17, 2007, by Signature Bankand among Xi’an Baorun Industrial Development Co., Ltd., Vision Opportunity Master Funds, LP and Leser, Hunter, Taubman & Taubman, as escrow agent (agent. On the “Closing Date, the parties to the Escrow Agent”), pursuant Agreement shall issue instructions to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (Shall to disburse such funds to the “Placement Agent”)Company.