Common use of Purchase Price; Form of Payment Clause in Contracts

Purchase Price; Form of Payment. The purchase price for the Debenture to be purchased by Holder hereunder shall be $1,250,000 (the “Purchase Price”). Simultaneously with the execution of this Agreement, Holder shall pay $125,000 of the Purchase Price (the “Initial Purchase Price”) by wire transfer of immediately available funds to the Company. Simultaneously with the execution of this Agreement, the Company shall deliver the Convertible Debenture (which shall have been duly authorized, issued and executed I/N/O Holder or, if the Company otherwise has been notified, I/N/O Holder’s nominee). Upon notification and verification that the Registration Statement for the Conversion Shares has been declared effective by the Securities and Exchange Commission (“Commission”), and such shares can legally be issued to Holder (such date, the “Effective Date”), Holder shall pay the Company as follows: (1) $312,500 of the Purchase Price by wire transfer of immediately available funds to the Company and, (2) the balance of $812,500 by wire to the Escrow Agent. The Escrow Agent shall release (by wire transfer to an account designated by the Company) $200,000 of such amount on the first day of each month, beginning with the second month following the Effective Date, and continuing until the full Purchase Price has been paid, provided that, at the time that any funds are to be paid by the Escrow Agent to the Company: (a) the value of the Conversion Shares remaining under the Registration Statement is at least $400,000 (calculated by multiplying the number of remaining shares registered under the Registration Statement that are available for issuance as Conversion Shares by the Volume Weighted Average Prices of the stock for the five Trading Days prior to the date that funds are to be released by the Escrow Agent), and (b) the Company has complied with all of the terms and conditions of the Debenture and this Agreement. ______________ Initials ____________ Initials Subject to the two conditions set forth in subclauses (a) and (b) immediately above, release of amounts from the Escrow to the Company following the Effective Date shall be subject to no contingency whatsoever, other than the passage of time. Further, in the event funds are not required to be disbursed from the Escrow due to the existence of the contingency provided in subclause (a) above, the Company shall not be deemed to be in default under any provision of this Agreement, the Debenture or the Registration Rights Agreement by reason of the failure to have available for issuance a sufficient number of shares registered under the Registration Statement for conversion only as to any portion of the Purchase Price not yet funded or with respect to which an adequate number of Conversion Shares are available for issuance. Upon notification and verification that the Registration Statement for the Conversion Shares has been declared effective by the Commission (such date, the “Effective Date”), and such shares can legally be issued to Holder upon payment therefore in accordance with the terms of this Agreement and the Debenture, the Company shall, concurrently with the payment to the Escrow Agent of the $812,500 Purchase Price described in the immediately preceding paragraph, deliver that number of the Company’s registered Common Shares (in 20 certificates of equal amount) equal to $2,500,000 divided by the average of the closing prices of the Company’s Common Shares for the five Trading Days prior to the Effective Date, registered in the name of Holder, to Sichenzia Xxxx Xxxxxxxx Xxxxxxxx LLP (“Escrow Agent”), who shall hold the shares in trust as a joint escrow agent for the Company and Holder. The delivery of such shares and the balance of the Purchase Price shall occur no later than five Business Days after the Effective Date. Such shares may only be released by the Escrow Agent pursuant to valid Debenture conversions notices submitted by Holder. Any shares not released to Holder for Debenture conversions shall be returned to the Company. It is understood that Holder shall not be considered the owner of the Company Common Shares held in escrow, and Holder agrees that it will not vote the shares in escrow or exercise any control whatsoever over such shares until such times as the shares are released to Holder by the Escrow Agent.

Purchase Price; Form of Payment. The total purchase price for the Debenture Preferred Shares and the Warrants to be purchased by Holder Buyer hereunder shall be $1,250,000 540,000 (the “"Purchase Price”"). Simultaneously with Subject to the execution terms and conditions of this AgreementAgreement and those certain Escrow Instructions of even date herewith, Holder a copy of which is attached hereto as Exhibit C (the "Escrow Instructions"), Buyer shall pay to the Company $125,000 540,000 minus the deductions as set forth in the Escrow Instructions (the "Purchase Price") at the date and time of the Purchase Price issuance and sale by the Company of the Preferred Shares and the Warrants (the “Initial Purchase Price”"Closing") by wire transfer of immediately available funds to the Companyescrow agent (the "Escrow Agent") identified in the Escrow Instructions. Simultaneously with the execution of this Agreement, the Company shall deliver to the Convertible Debenture (which shall have been Escrow Agent or its designated depository one or more duly authorized, issued and executed certificates (I/N/O Holder Buyer or, if the Company otherwise has been notified, I/N/O Holder’s Buyer's nominee)) evidencing the Preferred Shares and the Warrants. Upon notification By executing and verification that the Registration Statement for the Conversion Shares has been declared effective by the Securities delivering this Agreement, Buyer and Exchange Commission (“Commission”), and such shares can legally be issued to Holder (such date, the “Effective Date”), Holder shall pay the Company as follows: (1) $312,500 of the Purchase Price by wire transfer of immediately available funds each hereby agrees to the Company and, (2) the balance of $812,500 by wire to the Escrow Agent. The Escrow Agent shall release (by wire transfer to an account designated by the Company) $200,000 of such amount on the first day of each month, beginning with the second month following the Effective Date, and continuing until the full Purchase Price has been paid, provided that, at the time that any funds are to be paid by the Escrow Agent to the Company: (a) the value of the Conversion Shares remaining under the Registration Statement is at least $400,000 (calculated by multiplying the number of remaining shares registered under the Registration Statement that are available for issuance as Conversion Shares by the Volume Weighted Average Prices of the stock for the five Trading Days prior to the date that funds are to be released by the Escrow Agent), and (b) the Company has complied with all of observe the terms and conditions of the Debenture and this Agreement. ______________ Initials ____________ Initials Subject to the two conditions Escrow Instructions, all of which are incorporated herein by reference as if fully set forth in subclauses (a) and (b) immediately above, release of amounts from the Escrow to the Company following the Effective Date shall be subject to no contingency whatsoever, other than the passage of time. Further, in the event funds are not required to be disbursed from the Escrow due to the existence of the contingency provided in subclause (a) above, the Company shall not be deemed to be in default under any provision of this Agreement, the Debenture or the Registration Rights Agreement by reason of the failure to have available for issuance a sufficient number of shares registered under the Registration Statement for conversion only as to any portion of the Purchase Price not yet funded or with respect to which an adequate number of Conversion Shares are available for issuance. Upon notification and verification that the Registration Statement for the Conversion Shares has been declared effective by the Commission (such date, the “Effective Date”), and such shares can legally be issued to Holder upon payment therefore in accordance with the terms of this Agreement and the Debenture, the Company shall, concurrently with the payment to the Escrow Agent of the $812,500 Purchase Price described in the immediately preceding paragraph, deliver that number of the Company’s registered Common Shares (in 20 certificates of equal amount) equal to $2,500,000 divided by the average of the closing prices of the Company’s Common Shares for the five Trading Days prior to the Effective Date, registered in the name of Holder, to Sichenzia Xxxx Xxxxxxxx Xxxxxxxx LLP (“Escrow Agent”), who shall hold the shares in trust as a joint escrow agent for the Company and Holder. The delivery of such shares and the balance of the Purchase Price shall occur no later than five Business Days after the Effective Date. Such shares may only be released by the Escrow Agent pursuant to valid Debenture conversions notices submitted by Holder. Any shares not released to Holder for Debenture conversions shall be returned to the Company. It is understood that Holder shall not be considered the owner of the Company Common Shares held in escrow, and Holder agrees that it will not vote the shares in escrow or exercise any control whatsoever over such shares until such times as the shares are released to Holder by the Escrow Agentherein.

Purchase Price; Form of Payment. The purchase price for the Debenture to be purchased by Holder hereunder shall be $1,250,000 1,000,000 (the “Purchase Price”), payable in accordance with the schedule set forth below. Simultaneously with the execution of this Agreement, Holder shall pay $125,000 250,000 of the Purchase Price (the “Initial Purchase Price”) by wire transfer of immediately available funds to the Company. , with the date of such payment referred to herein as the “Closing Date.” Simultaneously with the execution of this Agreement, the Company shall deliver the Convertible Debenture to the Holder (which shall have been duly authorized, issued and executed I/N/O Holder or, if the Company otherwise has been notified, I/N/O Holder’s nominee), and shall deliver to the Escrow Agent sufficient number of Conversion Shares calculated as set forth below equal in value to the Initial Purchase Price. Upon notification and verification that the Registration Statement (as defined in the 7¾% Convertible Debenture) for the Conversion Shares has been declared effective by filed with the Securities and Exchange Commission (the “Commission”), and such shares can legally be issued to Holder ) has been deemed effective by the Commission (such date, the “Effective Date”), Holder shall pay the Company as follows: (1) $312,500 of the Purchase Price by wire transfer of immediately available funds to the Company and, (2) the balance of $812,500 by wire to the Escrow Agent. The Escrow Agent shall release (by wire transfer to an account designated by the Company) $200,000 of such amount on the first day of each month, beginning with the second month following the Effective Date, and continuing until the full Purchase Price has been paid, provided that, at the time that any funds are to be paid by the Escrow Agent to the Company: (a) the value of the Conversion Shares remaining under the Registration Statement is at least $400,000 (calculated by multiplying the number of remaining shares registered under the Registration Statement that are available for issuance as Conversion Shares by the Volume Weighted Average Prices of the stock for the five Trading Days prior to the date that funds are to be released by the Escrow Agent), and (b) the Company has complied with all of the terms and conditions of the Debenture and this Agreement. ): ___________________ Initials ____________________ Initials Subject to the two conditions set forth in subclauses (a) and (b) immediately above, release of amounts from the Escrow to the Company following the Effective Date shall be subject to no contingency whatsoever, other than the passage of time. Further, in the event funds are not required to be disbursed from the Escrow due to the existence of the contingency provided in subclause (a) above, the Company shall not be deemed to be in default under any provision of this Agreement, the Debenture or the Registration Rights Agreement by reason of the failure to have available for issuance a sufficient number of shares registered under the Registration Statement for conversion only as to any portion of the Purchase Price not yet funded or with respect to which an adequate number of Conversion Shares are available for issuance. Upon notification and verification that the Registration Statement for the Conversion Shares has been declared effective by the Commission (such date, the “Effective Date”), and such shares can legally be issued to Holder upon payment therefore in accordance with the terms of this Agreement and the Debenture, the Company shall, concurrently with the payment to the Escrow Agent of the $812,500 Purchase Price described in the immediately preceding paragraph, deliver that number of the Company’s registered Common Shares (in 20 certificates of equal amount) equal to $2,500,000 divided by the average of the closing prices of the Company’s Common Shares for the five Trading Days prior to the Effective Date, registered in the name of Holder, to Sichenzia Xxxx Xxxxxxxx Xxxxxxxx LLP (“Escrow Agent”), who shall hold the shares in trust as a joint escrow agent for the Company and Holder. The delivery of such shares and the balance of the Purchase Price shall occur no later than five Business Days after the Effective Date. Such shares may only be released by the Escrow Agent pursuant to valid Debenture conversions notices submitted by Holder. Any shares not released to Holder for Debenture conversions shall be returned to the Company. It is understood that Holder shall not be considered the owner of the Company Common Shares held in escrow, and Holder agrees that it will not vote the shares in escrow or exercise any control whatsoever over such shares until such times as the shares are released to Holder by the Escrow Agent.Initials

Purchase Price; Form of Payment. The purchase price for the Debenture to be purchased by Holder hereunder shall be $1,250,000 200,000 (the “Purchase Price”). Simultaneously with the execution of this Agreement, Holder shall pay $125,000 50,000 of the Purchase Price (the “Initial Purchase Price”) by wire transfer of immediately available funds to the Company. Simultaneously with the execution of this Agreement, the Company shall deliver the Convertible Debenture and the Warrants (which shall have been duly authorized, issued and executed I/N/O Holder or, if the Company otherwise has been notified, I/N/O Holder’s nominee). Upon notification and verification that the Registration Statement for the Conversion Shares (as defined below) and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) has been declared effective by filed with the Securities and Exchange Commission (the “Commission”), and such shares can legally be issued to Holder (such date, the “Effective Date”), Holder shall pay the Company as follows: (1) an additional $312,500 50,000 of the Purchase Price by wire transfer of immediately available funds to the Company and, (2) the balance of $812,500 by wire to the Escrow AgentCompany. The Escrow Agent shall release (by wire transfer to an account designated by the Company) $200,000 of such amount on the first day of each month, beginning with the second month following the Effective Date, Upon notification and continuing until the full Purchase Price has been paid, provided that, at the time verification that any funds are to be paid by the Escrow Agent to the Company: (a) the value of the Conversion Shares remaining under the Registration Statement is at least $400,000 (calculated by multiplying the number of remaining shares registered under the Registration Statement that are available for issuance as Conversion Shares by the Volume Weighted Average Prices of the stock for the five Trading Days prior to the date that funds are to be released by the Escrow Agent), and (b) the Company has complied with all of the terms and conditions of the Debenture and this Agreement. ______________ Initials ____________ Initials Subject responded to the two conditions set forth in subclauses (a) and (b) immediately above, release first round of amounts comments from the Escrow to the Company following the Effective Date shall be subject to no contingency whatsoever, other than the passage of time. Further, in the event funds are not required to be disbursed from the Escrow due to the existence of the contingency provided in subclause (a) above, the Company shall not be deemed to be in default under any provision of this Agreement, the Debenture or Commission on the Registration Rights Agreement by reason of the failure to have available for issuance a sufficient number of shares registered under the Registration Statement for conversion only as to any portion Statement, Holder shall pay an additional $50,000 of the Purchase Price not yet funded or with respect by wire transfer of immediately available funds to which an adequate number of Conversion Shares are available for issuancethe Company. Upon notification and verification that the Registration Statement for the Conversion Shares has been declared effective by the Commission (such date, the “Effective Date”), and such shares can legally be issued to Holder upon payment therefore in accordance with the terms of this Agreement and the Debenture, the Company shall, concurrently with the payment to the Escrow Agent of the $812,500 Purchase Price described in the immediately preceding paragraph, deliver that number of the Company’s registered Common Shares (in 20 certificates of equal amount) equal to $2,500,000 divided by the average of the closing prices of the Company’s Common Shares for the five Trading Days prior to the Effective Date, registered in the name of Holder, to Sichenzia Xxxx Xxxxxxxx Xxxxxxxx LLP (“Escrow Agent”), who Holder shall hold immediately pay the shares in trust as a joint escrow agent for the Company and Holder. The delivery of such shares and the balance remainder of the Purchase Price shall occur no later than five Business Days after the Effective Date. Such shares may only be released by the Escrow Agent pursuant to valid Debenture conversions notices submitted by Holder. Any shares not released to Holder for Debenture conversions shall be returned wire transfer of immediately available funds to the Company. It is understood that Holder shall not be considered the owner of the Company Common Shares held in escrow, and Holder agrees that it will not vote the shares in escrow or exercise any control whatsoever over such shares until such times as the shares are released to Holder by the Escrow Agent.