Common use of Subsequent Investment Clause in Contracts

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Seven Hundred and Fifty Thousand Dollars ($1,000,000750,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 350,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred and Fifty Thousand Dollars ($1,000,000750,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 466,620 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes (the "Filing NotesFILING NOTES") in the aggregate principal amount of One Million Three Hundred Thousand Dollars ($1,000,000300,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 900,000 shares of Common Stock, for an aggregate purchase price of One Million Three Hundred Thousand Dollars ($1,000,000300,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes (the "Effectiveness NotesEFFECTIVENESS NOTES" and, collectively with the Filing Notes, the "Additional NotesADDITIONAL NOTES") in the aggregate principal amount of One Million Three Hundred Thousand Dollars ($1,000,000300,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 900,000 shares of Common Stock, for an aggregate purchase price of One Million Three Hundred Thousand Dollars ($1,000,000300,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000500,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two three (23) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock500,000), for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two three (23) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Four Hundred Thousand Dollars ($1,000,000400,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Four Hundred Thousand Dollars ($1,000,000400,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Four Hundred Thousand Dollars ($1,000,000400,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Four Hundred Thousand Dollars ($1,000,000400,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Filing “Additional Warrants"”) to purchase an aggregate of 1,666,667 11,000,000 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock700,000), for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two (2) days of on the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock700,000), for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two (2) days of on the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock500,000), for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000500,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 1,000,000 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Two Million Dollars ($1,000,0002,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 2,000,000 shares of Common Stock, for an aggregate purchase price of One Two Million Dollars ($1,000,0002,000,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes debentures (the "Filing NotesFILING DEBENTURES") in the aggregate principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 625,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000), with the closing of such purchase to occur within two fifteen (215) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes debentures (the "Effectiveness NotesEFFECTIVENESS DEBENTURES" and, collectively with the Filing NotesDebentures, the "Additional NotesADDITIONAL DEBENTURES") in the aggregate principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 625,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000), with the closing of such purchase to occur within two five (25) business days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Effectiveness Debentures and the Additional Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 2,400,000 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000700,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 2,800,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000500,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000500,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two (2) days of on the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock700,000), for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two (2) days of on the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes debentures (the "Filing NotesDebentures") in the aggregate principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 500,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Fifty Thousand Dollars ($1,000,000), 250,000) with the closing of such purchase to occur within two ten (210) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes debentures (the "Effectiveness NotesDebentures" and, collectively with the Filing NotesDebentures, the "Additional NotesDebentures") in the aggregate principal amount of One Million Two Hundred Thirty-Five Thousand Dollars ($1,000,000235,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 470,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Thirty-Five Thousand Dollars ($1,000,000), 235,000) with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Effectiveness Debentures and the Additional Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000700,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 980,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Eight Hundred Thousand Dollars ($1,000,000800,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 1,120,000 shares of Common Stock, for an aggregate purchase price of One Million Eight Hundred Thousand Dollars ($1,000,000800,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 3,333,333 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 3,333,333 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree --------------------- that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million One Hundred Thousand Dollars ($1,000,0001,100,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 1,100,000 shares of Common Stock, for an aggregate purchase price of One Million One Hundred Thousand Dollars ($1,000,0001,100,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million One Hundred Thousand Dollars ($1,000,0001,100,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 1,100,000 shares of Common Stock, for an aggregate purchase price of One Million One Hundred Thousand Dollars ($1,000,0001,100,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes (the "Filing NotesFILING NOTES") in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes (the "Effectiveness NotesEFFECTIVENESS NOTES" and, collectively with the Filing Notes, the "Additional NotesADDITIONAL NOTES") in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000700,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Eight Hundred and Seventy-Five Thousand Dollars ($1,000,000875,000) and additional warrants (the "“Filing Warrants"”) to purchase an aggregate of 1,666,667 [ ] shares of Common Stock, for an aggregate purchase price of One Million Eight Hundred and Seventy-Five Thousand Dollars ($1,000,000875,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Eight Hundred and Seventy-Five Thousand Dollars ($1,000,000875,000) and additional warrants (the "“Effectiveness Warrants" ” and, collectively with the Filing Warrants, the "“Additional Warrants"”) to purchase an aggregate of 1,666,667 [ ] shares of Common Stock, for an aggregate purchase price of One Million Eight Hundred and Seventy-Five Thousand Dollars ($1,000,000875,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes (the "Filing FILING Notes") in the aggregate principal amount of One Million Eight Hundred Thousand Dollars ($1,000,000800,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 3,076,923 shares of Common Stock, for an aggregate purchase price of One Million Eight Hundred Thousand Dollars ($1,000,000800,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes (the "Effectiveness NotesEFFECTIVENESS NOTES" and, collectively with the Filing Notes, the "Additional NotesADDITIONAL NOTES") in the aggregate principal amount of One Million Eight Hundred and Fifty Thousand Dollars ($1,000,000850,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 3,269,230 shares of Common Stock, for an aggregate purchase price of One Million Eight Hundred and Fifty Thousand Dollars ($1,000,000850,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes debentures (the "Filing NotesFILING Debentures") in the aggregate principal amount of One Million Hundred Seventy-Five Thousand Dollars ($1,000,000175,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 525,000 shares of Common Stock, for an aggregate purchase price of One Million Hundred Seventy-Five Thousand Dollars ($1,000,000175,000), with the closing of such purchase to occur within two ten (210) days of the Filing Date; providedPROVIDED, howeverHOWEVER, that the obligation of each Buyer to purchase the Filing Notes Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes debentures (the "Effectiveness NotesEFFECTIVENESS DEBENTURES" and, collectively with the Filing NotesDebentures, the "Additional NotesADDITIONAL DEBENTURES") in the aggregate principal amount of One Million Hundred Seventy-Five Thousand Dollars ($1,000,000175,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 525,000 shares of Common Stock, for an aggregate purchase price of One Million Hundred Seventy-Five Thousand Dollars ($1,000,000175,000), with the closing of such purchase to occur within two ten (210) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Effectiveness Debentures and the Additional Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, providedPROVIDED, furtherFURTHER, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "“Filing Warrants"”) to purchase an aggregate of 1,666,667 250,000 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "“Effectiveness Warrants" ” and, collectively with the Filing Warrants, the "“Additional Warrants"”) to purchase an aggregate of 1,666,667 250,000 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes debentures (the "Filing NotesDebentures") in the aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,000,000200,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 600,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Thousand Dollars ($1,000,000200,000), with the closing of such purchase to occur within two ten (210) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes debentures (the "Effectiveness NotesDebentures" and, collectively with the Filing NotesDebentures, the "Additional NotesDebentures") in the aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,000,000200,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 600,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Thousand Dollars ($1,000,000200,000), with the closing of such purchase to occur within two ten (210) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Effectiveness Debentures and the Additional Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse -------- ------- Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Filing “Additional Warrants"”) to purchase an aggregate of 1,666,667 10,000,000 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two three (23) business days of after the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock700,000), for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two three (23) business days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Six Hundred Twenty-Five Thousand Dollars ($1,000,000625,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 1,875,000 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Twenty-Five Thousand Dollars ($1,000,000625,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Six Hundred Twenty-Five Thousand Dollars ($1,000,000625,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 1,875,000 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Twenty-Five Thousand Dollars ($1,000,000625,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock500,000), for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two five (25) business days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000500,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two five (25) business days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers --------------------- agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Four Hundred Thousand Dollars ($1,000,000400,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 400,000 shares of Common Stock, for an aggregate purchase price of One Million Four Hundred Thousand Dollars ($1,000,000400,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Four Hundred Thousand Dollars ($1,000,000400,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 400,000 shares of Common Stock, for an aggregate purchase price of One Million Four Hundred Thousand Dollars ($1,000,000400,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 2,000,000 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 2,000,000 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000500,000) and additional warrants (the "“Filing Warrants"”) to purchase an aggregate of 1,666,667 625,000 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,000,0001,200,000) and additional warrants (the "“Effectiveness Warrants" ” and, collectively with the Filing Warrants, the "“Additional Warrants"”) to purchase an aggregate of 1,666,667 1,500,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Thousand Dollars ($1,000,0001,200,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Filing “Additional Warrants"”) to purchase an aggregate of 1,666,667 11,000,000 shares of Common Stock, for an aggregate purchase price of One Million Four Hundred Thousand Dollars ($1,000,000400,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock700,000), for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Two Hundred and Fifty Thousand Dollars ($1,000,000250,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 333,334 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred and Fifty Thousand Dollars ($1,000,000250,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Two Hundred and Fifty Thousand Dollars ($1,000,000250,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 333,334 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred and Fifty Thousand Dollars ($1,000,000250,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes debentures (the "Filing NotesFILING DEBENTURES") in the aggregate principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 250,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000), with the closing of such purchase to occur within two ten (210) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes debentures (the "Effectiveness NotesEFFECTIVENESS DEBENTURES" and, collectively with the Filing NotesDebentures, the "Additional NotesADDITIONAL DEBENTURES") in the aggregate principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 250,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Effectiveness Debentures and the Additional Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement."

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "“Filing Warrants"”) to purchase an aggregate of 1,666,667 2,307,692 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000700,000) and additional warrants (the "“Effectiveness Warrants" ” and, collectively with the Filing Warrants, the "“Additional Warrants"”) to purchase an aggregate of 1,666,667 2,692,308 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock600,000), for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000700,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), and provided that the Company has obtained from Great White Shark Enterprises ("GWSE") an agreement to share ratably with the Buyers GWSE's security interest in the 093 Patent owned by Optimal Golf Solutions, Inc., the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Dollars Nine Hundred and Thirty Thousand ($1,000,000930,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 1,500,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred and Fifty Thousand Dollars ($1,000,000750,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Dollars Nine Hundred and Thirty Thousand ($1,000,000930,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 1,500,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred and Fifty Thousand Dollars ($1,000,000750,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes (the "Filing NotesFILING NOTES") in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 600,000 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes (the "Effectiveness NotesEFFECTIVENESS NOTES" and, collectively with the Filing Notes, the "Additional NotesADDITIONAL NOTES") in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000700,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 700,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes debentures (the "Filing NotesDebentures") in the aggregate principal amount of One Million Hundred Seventy-Five Thousand Dollars ($1,000,000175,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 525,000 shares of Common Stock, for an aggregate purchase price of One Million Hundred Seventy-Five Thousand Dollars ($1,000,000175,000), with the closing of such purchase to occur within two ten (210) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes debentures (the "Effectiveness NotesDebentures" and, collectively with the Filing NotesDebentures, the "Additional NotesDebentures") in the aggregate principal amount of One Million Hundred Seventy-Five Thousand Dollars ($1,000,000175,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 525,000 shares of Common Stock, for an aggregate purchase price of One Million Hundred Seventy-Five Thousand Dollars ($1,000,000175,000), with the closing of such purchase to occur within two ten (210) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Effectiveness Debentures and the Additional Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Seven Hundred and Fifty Thousand Dollars ($1,000,000750,000) and additional warrants (the "“Filing Warrants"”) to purchase an aggregate of 1,666,667 300,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred and Fifty Thousand Dollars ($1,000,000750,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "“Effectiveness Warrants" ” and, collectively with the Filing Warrants, the "“Additional Warrants"”) to purchase an aggregate of 1,666,667 400,000 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes debentures (the "Filing NotesDebentures") in the aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,000,000200,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 200,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Thousand Dollars ($1,000,000200,000), with the closing of such purchase to occur within two ten (210) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes debentures (the "Effectiveness NotesDebentures" and, collectively with the Filing NotesDebentures, the "Additional NotesDebentures") in the aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,000,000200,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 200,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Thousand Dollars ($1,000,000200,000), with the closing of such purchase to occur within two ten (210) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Effectiveness Debentures and the Additional Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Three Hundred Thousand Dollars ($1,000,000300,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Three Hundred Thousand Dollars ($1,000,000300,000), with when the closing Company obtains a quotation of such purchase to occur within two (2) days its shares of common stock on the Filing DateOTC Bulletin Board; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Buyer shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of Four Hundred Thousand Dollars ($400,000) for an aggregate purchase price of Four Hundred Thousand Dollars ($400,000), with the closing of such purchase to occur on the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7.The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two (2) days of on the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"Date ), the Buyers shall purchase additional Notes (the "Filing Notes"Notes ) in the aggregate principal amount of One Million Four Hundred Thousand Dollars ($1,000,000400,000) and additional warrants (the "Filing Warrants"Additional Warrants ) to purchase an aggregate of 1,666,667 10,000,000 shares of Common Stock, for an aggregate purchase price of One Million Four Hundred Thousand Dollars ($1,000,000400,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"Date ), the Buyers shall purchase additional notes (the "Effectiveness Notes" Notes and, collectively with the Filing Notes, the "Additional Notes"Notes ) in the aggregate principal amount of One Million Four Hundred and Fifty Thousand Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock450,000), for an aggregate purchase price of One Million Four Hundred and Fifty Thousand Dollars ($1,000,000450,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000700,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Eight Hundred Thousand Dollars ($1,000,000800,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 800,000 shares of Common Stock, for an aggregate purchase price of One Million Eight Hundred Thousand Dollars ($1,000,000800,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 1,000,000 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 3,642,987 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 3,642,987 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes debentures (the "Filing NotesDebentures") in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock700,000), for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two seven (27) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants Debentures is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes debentures (the "Effectiveness NotesDebentures" and, collectively with the Filing NotesDebentures, the "Additional NotesDebentures") in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock600,000), for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two ten (210) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants Effectiveness Debentures is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants Debentures shall be identical to the terms of the Notes and Warrants, as the case may be, Debentures to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants Debentures shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Seven Hundred Fifty Thousand Dollars ($1,000,000750,000) and additional warrants (the "“Filing Warrants"”) to purchase an aggregate of 1,666,667 1,500,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Fifty Thousand Dollars ($1,000,000750,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Seven Hundred Fifty Thousand Dollars ($1,000,000750,000) and additional warrants (the "“Effectiveness Warrants" ” and, collectively with the Filing Warrants, the "“Additional Warrants"”) to purchase an aggregate of 1,666,667 1,500,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Fifty Thousand Dollars ($1,000,000750,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.”

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Dollars ($1,000,000) 930,000 and additional warrants (the "“Filing Warrants"”) to purchase an aggregate of 1,666,667 1,250,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred and Fifty Thousand Dollars ($1,000,000750,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Dollars ($1,000,000) 1,240,000 and additional warrants (the "“Effectiveness Warrants" ” and, collectively with the Filing Warrants, the "“Additional Warrants"”) to purchase an aggregate of 1,666,667 1,650,000 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000700,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 700,000 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000700,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 700,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes (the "Filing NotesFILING NOTES") in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 1,800,000 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes (the "Effectiveness NotesEFFECTIVENESS NOTES" and, collectively with the Filing Notes, the "Additional NotesADDITIONAL NOTES") in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000700,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 2,100,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two three (23) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000700,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two three (23) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, --------------------- upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes (the "Filing NotesFILING NOTES") in the aggregate principal amount of One Million Four Hundred Thousand Dollars ($1,000,000400,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Four Hundred Thousand Dollars ($1,000,000400,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that -------- ------- the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes (the "Effectiveness NotesEFFECTIVENESS NOTES" and, collectively with the Filing Notes, the "Additional NotesADDITIONAL NOTES") in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000500,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer -------- ------- to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 642,858 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000700,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 750,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 923,077 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 923,077 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two three (23) business days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock700,000), for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two three (23) business days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 2,000,000 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 2,000,000 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Seven Hundred Fifty Thousand Dollars ($1,000,000750,000) and additional warrants (the "“Filing Warrants"”) to purchase an aggregate of 1,666,667 750,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Fifty Thousand Dollars ($1,000,000750,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Seven Hundred Fifty Thousand Dollars ($1,000,000750,000) and additional warrants (the "“Effectiveness Warrants" ” and, collectively with the Filing Warrants, the "“Additional Warrants"”) to purchase an aggregate of 1,666,667 750,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Fifty Thousand Dollars ($1,000,000750,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,0001,500,000) and additional warrants (the "“Filing Warrants"”) to purchase an aggregate of 1,666,667 [ ] shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,0001,500,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,0001,500,000) and additional warrants (the "“Effectiveness Warrants" ” and, collectively with the Filing Warrants, the "“Additional Warrants"”) to purchase an aggregate of 1,666,667 [ ] shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,0001,500,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Three Hundred Thousand Dollars ($1,000,0001,300,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 1,300,000 shares of Common Stock, for an aggregate purchase price of One Million Three Hundred Thousand Dollars ($1,000,0001,300,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,000,0001,200,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 1,200,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Thousand Dollars ($1,000,0001,200,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of all of the Registration Statement to be filed pursuant to the Registration Rights Agreement Required Filings (as defined in Section 4(m)) (the "Filing Required Filings Date"), the Buyers shall purchase additional Notes debentures (the "Filing NotesFilings Debentures") in the aggregate principal amount of One Million Three Hundred Thousand Dollars ($1,000,000300,000) and additional warrants (the "Filing Filings Warrants") to purchase an aggregate of 1,666,667 1,500,000 shares of Common Stock, for an aggregate purchase price of One Million Three Hundred Thousand Dollars ($1,000,000), 300,000) with the closing of such purchase to occur within two ten (210) days of the Filing Required Filings Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes Registration Debentures and the Filing Registration Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon filing by the declaration of effectiveness Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Filing Date"), the Buyers shall purchase additional notes debentures (the "Effectiveness NotesRegistration Debentures" and, collectively with the Filing NotesFilings Debentures, the "Additional NotesDebentures") in the aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,000,000200,000) and additional warrants (the "Effectiveness Registration Warrants" and, collectively with the Filing Filings Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 1,000,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Thousand Dollars ($1,000,000), 200,000) with the closing of such purchase to occur within two ten (210) days of the Effective Filing Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Filing Debentures and the Additional Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Eight Hundred and Fifty Thousand Dollars ($1,000,000850,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 4,250,000 shares of Common Stock, for an aggregate purchase price of One Million Eight Hundred and Fifty Thousand Dollars ($1,000,000850,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Eight Hundred and Fifty Thousand Dollars ($1,000,000850,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 4,250,000 shares of Common Stock, for an aggregate purchase price of One Million Eight Hundred and Fifty Thousand Dollars ($1,000,000850,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement and the listing of the common stock on the American Stock Exchange and a valuation of the Company's intellectual property by a mutually acceptable third party that is at least Nine Million Dollars ($9,000,000) (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes (the "Filing NotesFILING NOTES") in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,0001,700,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 3,400,000 shares of Common Stock, for an aggregate purchase price of One Seven Hundred Thousand Million Dollars ($1,000,0001,700,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes (the "Effectiveness NotesEFFECTIVENESS NOTES" and, collectively with the Filing Notes, the "Additional NotesADDITIONAL NOTES") in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,0001,700,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 3,400,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,0001,700,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the ---------------------- declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes debentures (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional NotesADDITIONAL DEBENTURES") in the aggregate principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 500,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000), with the closing of such purchase to occur within two ten (210) business days of the Effective Date; provided, however, that the obligation of -------- ------- each Buyer to purchase the Additional Notes Debentures and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that (i) there -------- ------- shall not have been a Material Adverse Effect as of such effective datedate and (ii) the Company shall have received lock-up agreements with respect to at least sixty percent (60%) of the shares of common stock issued by the Company to certain investors pursuant to Regulation S under the 1933 Act (the "LOCK-UP CONDITION"). The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued pursuant to this Agreement. The failure of the Company to satisfy the Lock-Up Condition shall in no way affect the Closing with respect to the purchase and sale of the Debentures and the Warrants on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes (the "Filing NotesFILING NOTES") in the aggregate principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 250,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes (the "Effectiveness NotesEFFECTIVENESS NOTES" and, collectively with the Filing Notes, the "Additional NotesADDITIONAL NOTES") in the aggregate principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 250,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000600,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock700,000), for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may beNotes, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000500,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 4,000,000 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000500,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 4,000,000 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000500,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 8,250,000 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Four Hundred Thousand Dollars ($1,000,000400,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 6,750,000 shares of Common Stock, for an aggregate purchase price of One Million Four Hundred Thousand Dollars ($1,000,000400,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes (the "Filing NotesFILING NOTES") in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000500,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 750,000 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes (the "Effectiveness NotesEFFECTIVENESS NOTES" and, collectively with the Filing Notes, the "Additional NotesADDITIONAL NOTES") in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000500,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 750,000 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Dollars [ ] ($1,000,000[ ]) and additional warrants (the "“Filing Warrants"”) to purchase an aggregate of 1,666,667 [ ] shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Dollars [ ] ($1,000,000[ ]) and additional warrants (the "“Effectiveness Warrants" ” and, collectively with the Filing Warrants, the "“Additional Warrants"”) to purchase an aggregate of 1,666,667 [ ] shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,0001,600,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 800,000 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,0001,600,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,0001,600,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 800,000 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,0001,600,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Dollars Six Hundred and Twenty Thousand dollars ($1,000,000620,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 200,000 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Dollars Six Hundred and Eighty-Two Thousand dollars ($1,000,000682,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 220,000 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred and Fifty Thousand Dollars ($1,000,000550,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000700,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000600,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock700,000), for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may beNotes, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "“Filing Warrants"”) to purchase an aggregate of 1,666,667 DMEAST #9432371 v1 16 1,800,000 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000700,000) and additional warrants (the "“Effectiveness Warrants" ” and, collectively with the Filing Warrants, the "“Additional Warrants"”) to purchase an aggregate of 1,666,667 2,100,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes (the "Filing NotesFILING NOTES") in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000500,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 500,000 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes (the "Effectiveness NotesEFFECTIVENESS NOTES" and, collectively with the Filing Notes, the "Additional NotesADDITIONAL NOTES") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 1,000,000 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000500,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 500,000 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000500,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 500,000 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 271,429 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 271,428 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes (the "Filing NotesFILING NOTES") in the aggregate principal amount of One Million Seven Hundred Thirty Five Thousand Dollars ($1,000,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock735,000), for an aggregate purchase price of One Million Seven Hundred Thirty Five Thousand Dollars ($1,000,000735,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes (the "Effectiveness NotesEFFECTIVENESS NOTES" and, collectively with the Filing Notes, the "Additional NotesADDITIONAL NOTES") in the aggregate principal amount of One Million Eight Hundred Fifty Seven Thousand Five Hundred Dollars ($1,000,000857,500) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Eight Hundred Fifty Seven Thousand Five Hundred Dollars ($1,000,000857,500), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes (the "Filing NotesFILING NOTES") in the aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,000,000200,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 200,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Thousand Dollars ($1,000,000200,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes (the "Effectiveness NotesEFFECTIVENESS NOTES" and, collectively with the Filing Notes, the "Additional NotesADDITIONAL NOTES") in the aggregate principal amount of One Million Three Hundred Thousand Dollars ($1,000,000300,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 300,000 shares of Common Stock, for an aggregate purchase price of One Million Three Hundred Thousand Dollars ($1,000,000300,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes debentures (the "Filing NotesDebentures") in the aggregate principal amount of One Million Hundred Thousand Dollars ($1,000,000100,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 500,000 shares of Common Stock, for an aggregate purchase price of One Million Hundred Thousand Dollars ($1,000,000100,000), with the closing of such purchase to occur within two ten (210) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes debentures (the "Effectiveness NotesDebentures" and, collectively with the Filing NotesDebentures, the "Additional NotesDebentures") in the aggregate principal amount of One Million Hundred Thousand Dollars ($1,000,000100,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 500,000 shares of Common Stock, for an aggregate purchase price of One Million Hundred Thousand Dollars ($1,000,000100,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Effectiveness Debentures and the Additional Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement."

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes debentures (the "Filing NotesFILING DEBENTURES") in the aggregate principal amount of One Million Hundred Thousand Dollars ($1,000,000100,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 500,000 shares of Common Stock, for an aggregate purchase price of One Million Hundred Thousand Dollars ($1,000,000100,000), with the closing of such purchase to occur within two ten (210) days of the Filing Date; providedPROVIDED, howeverHOWEVER, that the obligation of each Buyer to purchase the Filing Notes Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes debentures (the "Effectiveness NotesEFFECTIVENESS DEBENTURES" and, collectively with the Filing NotesDebentures, the "Additional NotesADDITIONAL DEBENTURES") in the aggregate principal amount of One Million Hundred Thousand Dollars ($1,000,000100,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 500,000 shares of Common Stock, for an aggregate purchase price of One Million Hundred Thousand Dollars ($1,000,000100,000), with the closing of such purchase to occur within two ten (210) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Effectiveness Debentures and the Additional Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, providedPROVIDED, furtherFURTHER, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Two Hundred and Fifty Thousand Dollars ($1,000,0001,250,000) and additional warrants (the "“Filing Warrants"”) to purchase an aggregate of 1,666,667 876,168 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred and Fifty Thousand Dollars ($1,000,0001,250,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Two Hundred and Fifty Thousand Dollars ($1,000,0001,250,000) and additional warrants (the "“Effectiveness Warrants" ” and, collectively with the Filing Warrants, the "“Additional Warrants"”) to purchase an aggregate of 1,666,667 876,168 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred and Fifty Thousand Dollars ($1,000,0001,250,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes debentures (the "Filing NotesDebentures") in the aggregate principal amount of One Million Three Hundred Fifty Thousand Dollars ($1,000,000350,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 1,050,000 shares of Common Stock, for an aggregate purchase price of One Million Three Hundred Fifty Thousand Dollars ($1,000,000350,000), with the closing of such purchase to occur within two fifteen (215) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes debentures (the "Effectiveness NotesDebentures" and, collectively with the Filing NotesDebentures, the "Additional NotesDebentures") in the aggregate principal amount of One Million Three Hundred Thousand Dollars ($1,000,000300,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 900,000 shares of Common Stock, for an aggregate purchase price of One Million Three Hundred Thousand Dollars ($1,000,000300,000), with the closing of such purchase to occur within two ten (210) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Effectiveness Debentures and the Additional Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes debentures (the "Filing NotesDebentures") in the aggregate principal amount of One Million Hundred Twenty-Five Thousand Dollars ($1,000,000125,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 375,000 shares of Common Stock, for an aggregate purchase price of One Million Hundred Twenty-Five Thousand Dollars ($1,000,000125,000), with the closing of such purchase to occur within two fifteen (215) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes debentures (the "Effectiveness NotesDebentures" and, collectively with the Filing NotesDebentures, the "Additional NotesDebentures") in the aggregate principal amount of One Million Hundred Twenty-Five Thousand Dollars ($1,000,000125,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 375,000 shares of Common Stock, for an aggregate purchase price of One Million Hundred Twenty-Five Thousand Dollars ($1,000,000125,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Effectiveness Debentures and the Additional Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000700,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,0001,500,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,0001,500,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,000,000600,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,000,000600,000), with the closing of such purchase to occur within two (2) days of on the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Seven Hundred Thousand Dollars ($1,000,000700,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two (2) days of on the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes debentures (the "“Filing Notes"Debentures”) in the aggregate principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000) and additional warrants (the "“Filing Warrants"”) to purchase an aggregate of 1,666,667 250,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000), with the closing of such purchase to occur within two ten (210) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes debentures (the "“Effectiveness Notes" Debentures” and, collectively with the Filing NotesDebentures, the "“Additional Notes"Debentures”) in the aggregate principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000) and additional warrants (the "“Effectiveness Warrants" ” and, collectively with the Filing Warrants, the "“Additional Warrants"”) to purchase an aggregate of 1,666,667 250,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000), with the closing of such purchase to occur within two ten (210) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Effectiveness Debentures and the Additional Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes (the "Filing NotesFILING NOTES") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 1,000,000 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two (2) days of the Filing Date; providedPROVIDED, howeverHOWEVER, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes (the "Effectiveness NotesEFFECTIVENESS NOTES" and, collectively with the Filing Notes, the "Additional NotesADDITIONAL NOTES") in the aggregate principal amount of One Two Million Dollars ($1,000,0002,000,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 2,000,000 shares of Common Stock, for an aggregate purchase price of One Two Million Dollars ($1,000,0002,000,000), with the closing of such purchase to occur within two (2) days of the Effective Date; providedPROVIDED, howeverHOWEVER, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, providedPROVIDED, furtherFURTHER, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,000,000200,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 2000,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Thousand Dollars ($1,000,000200,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon immediately prior to the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Three Hundred Thousand Dollars ($1,000,000300,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 3,000,000 shares of Common Stock, for an aggregate purchase price of One Million Seven Hundred Thousand Dollars ($1,000,000700,000), with the closing of such purchase to occur within two (2) days of immediately prior to the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,0001,500,000) and additional warrants (the "“Filing Warrants"”) to purchase an aggregate of 1,666,667 [ ] shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,0001,500,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,0001,500,000) and additional warrants (the "“Effectiveness Warrants" ” and, collectively with the Filing Warrants, the "“Additional Warrants"”) to purchase an aggregate of 1,666,667 [ ] shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,0001,500,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights RegistrationRights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Eight Hundred Thousand Dollars ($1,000,000800,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 5,291,006 shares of Common Stock, for an aggregate purchase price of One Million Eight Hundred Thousand Dollars ($1,000,000800,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Eight Hundred and Fifty Thousand Dollars ($1,000,000850,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 5,621,694 shares of Common Stock, for an aggregate purchase price of One Million Eight Hundred and Fifty Thousand Dollars ($1,000,000850,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon --------------------- the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes debentures (the "Filing NotesDebentures") in the aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,000,000200,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 600,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Thousand Dollars ($1,000,000200,000), with the closing of such purchase to occur within two fifteen (215) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes debentures (the "Effectiveness NotesDebentures" and, collectively with the Filing NotesDebentures, the "Additional NotesDebentures") in the aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,000,000200,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 600,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Thousand Dollars ($1,000,000200,000), with the closing of such purchase to occur within two five (25) business days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Debentures and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes (the "Filing NotesFILING NOTES") in the aggregate principal amount of One Million Eight Hundred Thousand Dollars ($1,000,000800,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 2,400,000 shares of Common Stock, for an aggregate purchase price of One Million Eight Hundred Thousand Dollars ($1,000,000800,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; providedPROVIDED, howeverHOWEVER, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes (the "Effectiveness NotesEFFECTIVENESS NOTES" and, collectively with the Filing Notes, the "Additional NotesADDITIONAL NOTES") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 3,000,000 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; providedPROVIDED, howeverHOWEVER, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, providedPROVIDED, furtherFURTHER, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Filing Date"”), the Buyers shall purchase additional Notes (the "“Filing Notes"”) in the aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,000,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock200,000), for an aggregate purchase price of One Million Two Hundred Thousand Dollars ($1,000,000200,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "“Effective Date"”), the Buyers shall purchase additional notes (the "“Effectiveness Notes" ” and, collectively with the Filing Notes, the "“Additional Notes"”) in the aggregate principal amount of One Million Three Hundred Thousand Dollars ($1,000,000300,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 shares of Common Stock, for an aggregate purchase price of One Million Three Hundred Thousand Dollars ($1,000,000300,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers Buyer agree that, ---------------------- upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers Buyer shall purchase additional Notes (the "Filing NotesFILING NOTES") in the aggregate principal amount of One Million Fifty-Five Thousand Dollars ($1,000,00055,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 96,250,000 shares of Common Stock, for an aggregate purchase price of One Million Fifty-Five Thousand Dollars ($1,000,00055,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each the Buyer to purchase -------- ------- the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers Buyer further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers Buyer shall purchase additional notes (the "Effectiveness NotesEFFECTIVENESS NOTES" and, collectively with the Filing Notes, the "Additional NotesADDITIONAL NOTES") in the aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,000,000200,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 350,000,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Thousand Dollars ($1,000,000200,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, -------- ------- that the obligation of each the Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a -------- ------- Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Three Hundred Thousand Dollars ($1,000,000300,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 300,000 shares of Common Stock, for an aggregate purchase price of One Million Three Hundred Thousand Dollars ($1,000,000300,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Three Hundred Thousand Dollars ($1,000,000300,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 300,000 shares of Common Stock, for an aggregate purchase price of One Million Three Hundred Thousand Dollars ($1,000,000300,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes debentures (the "Filing NotesFILING DEBENTURES") in the aggregate principal amount of One Million Hundred Twenty-Five Thousand Dollars ($1,000,000125,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 375,000 shares of Common Stock, for an aggregate purchase price of One Million Hundred Twenty-Five Thousand Dollars ($1,000,000125,000), with the closing of such purchase to occur within two fifteen (215) days of the Filing Date; providedPROVIDED, howeverHOWEVER, that the obligation of each Buyer to purchase the Filing Notes Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes debentures (the "Effectiveness NotesEFFECTIVENESS DEBENTURES" and, collectively with the Filing NotesDebentures, the "Additional NotesADDITIONAL DEBENTURES") in the aggregate principal amount of One Million Two Hundred Thousand Dollars ($1,000,000200,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 600,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Thousand Dollars ($1,000,000200,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; providedPROVIDED, howeverHOWEVER, that the obligation of each Buyer to purchase the Additional Notes Effectiveness Debentures and the Additional Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, providedPROVIDED, furtherFURTHER, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, Warrants to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing DateFILING DATE"), the Buyers shall purchase additional Notes (the "Filing NotesFILING NOTES") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Filing WarrantsFILING WARRANTS") to purchase an aggregate of 1,666,667 1,000,000 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective DateEFFECTIVE DATE"), the Buyers shall purchase additional notes (the "Effectiveness NotesEFFECTIVENESS NOTES" and, collectively with the Filing Notes, the "Additional NotesADDITIONAL NOTES") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants (the "Effectiveness WarrantsEFFECTIVENESS WARRANTS" and, collectively with the Filing Warrants, the "Additional WarrantsADDITIONAL WARRANTS") to purchase an aggregate of 1,666,667 1,000,000 shares of Common Stock, for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 500,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000), with the closing of such purchase to occur within two five (25) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 500,000 shares of Common Stock, for an aggregate purchase price of One Million Two Hundred Fifty Thousand Dollars ($1,000,000250,000), with the closing of such purchase to occur within two five (25) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional Notes (the "Filing Notes") in the aggregate principal amount of One Million Three Hundred and Fifty Thousand Dollars ($1,000,0001,350,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 210,937 shares of Common Stock, for an aggregate purchase price of One Million Three Hundred and Fifty Thousand Dollars ($1,000,0001,350,000), with the closing of such purchase to occur within two (2) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes (the "Effectiveness Notes" and, collectively with the Filing Notes, the "Additional Notes") in the aggregate principal amount of One Million Three Hundred and Fifty Thousand Dollars ($1,000,0001,350,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 210,938 shares of Common Stock, for an aggregate purchase price of One Million Three Hundred and Fifty Thousand Dollars ($1,000,0001,350,000), with the closing of such purchase to occur within two (2) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes and the Additional Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes and the Additional Warrants shall be identical to the terms of the Notes and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investment. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase purchase, on a pro rata basis, additional Notes debentures (the "Filing NotesDebentures") in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000500,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 1,666,667 500,000 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two ten (210) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Notes Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional notes debentures (the "Effectiveness NotesDebentures" and, collectively with the Filing NotesDebentures, the "Additional NotesDebentures") in the aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,000,000500,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 1,666,667 500,000 shares of Common Stock, for an aggregate purchase price of One Million Five Hundred Thousand Dollars ($1,000,000500,000), with the closing of such purchase to occur within two ten (210) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Additional Notes Effectiveness Debentures and the Additional Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Notes Debentures and the Additional Warrants shall be identical to the terms of the Notes Debentures and Warrants, as the case may be, to be issued on the Closing Date. The Common Stock underlying the Additional Notes Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.