Common use of Additional Closings Clause in Contracts

Additional Closings. is hereby deleted in its entirety and the following is substituted therefor: "The sale and purchase of the Series B-I Debentures to be purchased by Purchaser shall occur at closings (the "Additional Closing") on the dates set forth on SCHEDULE 3.2 (each an "Additional Closing Date"). The Company acknowledges receipt of Purchaser's $60,000 payment on July 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture. At each Additional Closing the Company will deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Closing Date in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company or by Purchaser check sent via courier for next day delivery. If at any Additional Closing the Company shall fail to tender such Debenture to Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason of such failure or such nonfulfillment. The Company shall deliver to Purchaser an Officer's Certificate and a Secretary's Certificate dated the Additional Closing Date in a form reasonably acceptable to Purchaser's counsel."

Additional Closings. is hereby deleted in its entirety and The Company shall have the following is substituted therefor: "The sale and purchase of the Series B-I Debentures right, on one or more occasions, to be purchased by Purchaser shall occur at hold additional closings (the "each, an “Additional Closing"”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) on months after the dates set forth on SCHEDULE 3.2 (each an "Additional Closing Date"Initial Closing). The Company acknowledges receipt of Purchaser's $60,000 payment on July 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture. At each Additional Closing Closing, the Company will shall deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Closing Date Investor purchasing Notes for cash at such closing a Note in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the face amount of the purchase price therefor paid by such Investor for such Note, against receipt of a check subject to collection or a wire transfer of in immediately available funds for the account of the Company or purchase price, to an account designated by Purchaser check sent via courier for next day deliverythe Company. If By receiving a Note at any an Additional Closing the Company shall fail to tender Closing, each Investor receiving such Debenture to Purchaser Notes represents that its representations and warranties contained in Section 3 are true and correct as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason date of such failure or such nonfulfillmentAdditional Closing. The aggregate amount of Notes that may be issued at Closings hereunder shall in no event exceed the Note Cap Amount. The Company shall deliver have the right to Purchaser update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an Officer's Certificate amendment to this Agreement. The obligation of each Investor to purchase and pay for the Notes to be delivered at a Secretary's Certificate dated Closing is, unless waived by such Investor, subject to the Additional condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing Date date. The obligation of the Company to sell and issue Notes to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in a form reasonably acceptable to Purchaser's counselSection 3 are true, complete and correct on and as of the applicable Closing date."

Additional Closings. is hereby deleted in its entirety and The Company shall have the following is substituted therefor: "The sale and purchase of the Series B-I Debentures right, on one or more occasions, to be purchased by Purchaser shall occur at hold additional closings (the "each, an “Additional Closing") on ”, and collectively with the dates set forth on SCHEDULE 3.2 Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes to additional Investors or existing Investors (each an "provided that no Additional Closing Date"). The Company acknowledges receipt of Purchaser's $60,000 payment on July Closings shall take place later than November 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture2012). At each Additional Closing Closing, the Company will shall deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Closing Date Investor purchasing Notes at such closing a Note in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the face amount of the purchase price therefor paid by such Investor for such Note against receipt of a check subject to collection or a wire transfer of in immediately available funds for the account of the Company or purchase price, to an account designated by Purchaser check sent via courier for next day deliverythe Company. If By receiving Securities at any an Additional Closing the Company shall fail to tender such Debenture to Purchaser Closing, each Investor so receiving Securities thereby represents that its representations and warranties contained in Section 3 are true and correct as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser date of such Additional Closing. The aggregate principal amount of Notes that may be issued at Closings hereunder shall, at Purchaser's electionwhen added to the aggregate principal amount of Notes issued to the Early Investors, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason of such failure or such nonfulfillmentin no event exceed the Note Cap Amount. The Company shall deliver have the right to Purchaser update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an Officer's Certificate amendment to this Agreement. The obligation of each Investor to purchase and pay cash for the Notes to be delivered at a Secretary's Certificate dated Closing is, unless waived by such Investor, subject to the Additional condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing Date date. The obligation of the Company to sell and issue Notes to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in a form reasonably acceptable to Purchaser's counselSection 3 are true, complete and correct on and as of the Closing Date."

Additional Closings. is hereby deleted in its entirety and The Company shall have the following is substituted therefor: "The sale and purchase of the Series B-I Debentures right, on one or more occasions, to be purchased by Purchaser shall occur at hold additional closings (the "each, an “Additional Closing") on ”, and collectively with the dates set forth on SCHEDULE 3.2 Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Subordinated Secured Notes and Warrants to additional Investors or existing Investors (each an "provided that no Additional Closing Date"Closings shall take place later than April 1, 2012). The Company acknowledges receipt of Purchaser's $60,000 payment on July 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture. At each Additional Closing Closing, the Company will shall deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Closing Date Investor purchasing Subordinated Secured Notes for cash at such closing a Subordinated Secured Note in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the face amount of the purchase price therefor paid by such Investor for such Subordinated Secured Note, and a Warrant to purchase a number of shares of Common Stock corresponding to fifty percent (50%) of the number of shares of Common Stock issuable upon conversion of such Subordinated Secured Note, against receipt of a check subject to collection or a wire transfer of in immediately available funds for the account of the Company or purchase price, to an account designated by Purchaser check sent via courier for next day deliverythe Company. If By receiving Securities at any an Additional Closing the Company shall fail to tender such Debenture to Purchaser Closing, each Investor so receiving Securities thereby represents that its representations and warranties contained in Section 3 are true and correct as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason date of such failure or such nonfulfillmentAdditional Closing. The aggregate amount of Subordinated Secured Notes that may be issued at Closings hereunder shall in no event exceed the Note Cap Amount. The Company shall deliver have the right to Purchaser update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an Officer's Certificate amendment to this Agreement. The obligation of each Investor to purchase and pay for the Subordinated Secured Notes and Warrants to be delivered at a Secretary's Certificate dated Closing is, unless waived by such Investor, subject to the Additional condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing Date date. The obligation of the Company to sell and issue Subordinated Secured Notes and Warrants to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in a form reasonably acceptable to Purchaser's counselSection 3 are true, complete and correct on and as of the Closing Date."

Additional Closings. is hereby deleted in its entirety and The Company shall have the following is substituted therefor: "The sale and purchase of the Series B-I Debentures right, on one or more occasions, to be purchased by Purchaser shall occur at hold additional closings (the "each, an “Additional Closing") on ”, and collectively with the dates set forth on SCHEDULE 3.2 Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes to additional Investors or existing Investors (each an "provided that no Additional Closing Date"Closings shall take place later than October 15, 2012). The Company acknowledges receipt of Purchaser's $60,000 payment on July 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture. At each Additional Closing Closing, the Company will shall deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Closing Date Investor purchasing Notes for cash at such closing a Note in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the face amount of the purchase price therefor paid by such Investor for such Note against receipt of a check subject to collection or a wire transfer of in immediately available funds for the account of the Company or purchase price, to an account designated by Purchaser check sent via courier for next day deliverythe Company. If By receiving Securities at any an Additional Closing the Company shall fail to tender such Debenture to Purchaser Closing, each Investor so receiving Securities thereby represents that its representations and warranties contained in Section 3 are true and correct as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason date of such failure or such nonfulfillmentAdditional Closing. The aggregate amount of Notes that may be issued at Closings hereunder shall in no event exceed the Note Cap Amount. The Company shall deliver have the right to Purchaser update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an Officer's Certificate amendment to this Agreement. The obligation of each Investor to purchase and pay for the Notes to be delivered at a Secretary's Certificate dated Closing is, unless waived by such Investor, subject to the Additional condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing Date date. The obligation of the Company to sell and issue Notes to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in a form reasonably acceptable to Purchaser's counselSection 3 are true, complete and correct on and as of the Closing Date."

Additional Closings. is hereby deleted in its entirety and The Company shall have the following is substituted therefor: "The sale and purchase of the Series B-I Debentures right, on one or more occasions, to be purchased by Purchaser shall occur at hold additional closings (the "each, an “Additional Closing") on ”, and collectively with the dates set forth on SCHEDULE 3.2 Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes to additional Investors or existing Investors (each an "provided that no Additional Closing Date"). The Company acknowledges receipt of Purchaser's $60,000 payment on July Closings shall take place later than September 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture2015). At each Additional Closing Closing, the Company will shall deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Closing Date Investor purchasing Notes for cash at such closing a Note in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the face amount of the purchase price therefor paid by such Investor for such Note, against receipt of a check subject to collection or a wire transfer of in immediately available funds for the account of the Company or purchase price, to an account designated by Purchaser check sent via courier for next day deliverythe Company. If By receiving a Note at any an Additional Closing the Company shall fail to tender Closing, each Investor receiving such Debenture to Purchaser Notes represents that its representations and warranties contained in Section 3 are true and correct as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason date of such failure or such nonfulfillmentAdditional Closing. The aggregate amount of Notes that may be issued at Closings hereunder shall in no event exceed the Note Cap Amount. The Company shall deliver have the right to Purchaser update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an Officer's Certificate amendment to this Agreement. The obligation of each Investor to purchase and pay for the Notes to be delivered at a Secretary's Certificate dated Closing is, unless waived by such Investor, subject to the Additional condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing Date date. The obligation of the Company to sell and issue Notes to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in a form reasonably acceptable to Purchaser's counselSection 3 are true, complete and correct on and as of the applicable Closing date."

Additional Closings. is hereby deleted in its entirety The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing,” and, collectively with the Initial Closing, the “Closings,” and individually, a “Closing”), pursuant to which it shall have the following is substituted therefor: "The sale right to issue and purchase sell additional Shares to additional Investors or existing Investors (provided that no Additional Closings shall take place later than December 9, 2016, or upon the withdrawal of this offering by the Board of Directors of the Series B-I Debentures to be purchased by Purchaser shall occur at closings (the "Additional Closing") on the dates set forth on SCHEDULE 3.2 (each an "Additional Closing Date"Company, whichever occurs sooner). The Company acknowledges receipt of Purchaser's $60,000 payment on July 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture. At each Additional Closing Closing, the Company will deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Closing Date in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company or by Purchaser check sent via courier for next day delivery. If at any Additional Closing the Company shall fail to tender such Debenture to Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason of such failure or such nonfulfillment. The Company shall deliver to Purchaser each Investor purchasing Shares at such additional closing, a certification in book-entry form representing such number of Shares as is set forth opposite such Investor’s name on Schedule A hereto against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an Officer's Certificate account designated by the Company. By receiving Shares at an Additional Closing, each Investor so receiving Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Shares that may be issued at Closings hereunder shall, in no event exceed the Share Cap Amount. The obligation of each Investor to purchase and pay cash for the Shares to be delivered at a Secretary's Certificate dated Closing is, unless waived by such Investor, subject to the Additional condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing Date date. The obligation of the Company to sell and issue Shares to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in a form reasonably acceptable to Purchaser's counselSection 3 are true, complete and correct on and as of the Closing Date."

Additional Closings. is hereby deleted in its entirety and The Company shall have the following is substituted therefor: "The sale and purchase of the Series B-I Debentures right, on one or more occasions, to be purchased by Purchaser shall occur at hold additional closings (the "each, an “Additional Closing") on ”, and collectively with the dates set forth on SCHEDULE 3.2 Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Shares to additional Investors or existing Investors (each an "provided that no Additional Closing Date"Closings shall take place later than November 25, 2013). The Company acknowledges receipt of Purchaser's $60,000 payment on July 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture. At each Additional Closing Closing, the Company will deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Closing Date in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company or by Purchaser check sent via courier for next day delivery. If at any Additional Closing the Company shall fail to tender such Debenture to Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason of such failure or such nonfulfillment. The Company shall deliver to Purchaser each Investor purchasing Shares at such closing a certificate or certification representing such number of Shares as is in set forth opposite such Investor’s name on Schedule A under the column entitled “Purchase Price” against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an Officer's Certificate account designated by the Company. By receiving Shares at an Additional Closing, each Investor so receiving Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Shares that may be issued at Closings hereunder shall, in no event exceed the Share Cap Amount. The obligation of each Investor to purchase and pay cash for the Shares to be delivered at a Secretary's Certificate dated Closing is, unless waived by such Investor, subject to the Additional condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing Date date. The obligation of the Company to sell and issue Shares to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in a form reasonably acceptable to Purchaser's counselSection 3 are true, complete and correct on and as of the Closing Date."

Additional Closings. is hereby deleted in its entirety and The Company shall have the following is substituted therefor: "The sale and purchase of the Series B-I Debentures right, on one or more occasions, to be purchased by Purchaser shall occur at hold additional closings (the "each, an “Additional Closing") on ”, and collectively with the dates set forth on SCHEDULE 3.2 Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Subordinated Secured Notes and Warrants to additional Investors or existing Investors (each an "provided that no Additional Closing Date"Closings shall take place later than April 1, 2012). The Company acknowledges receipt of Purchaser's $60,000 payment on July 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture. At each Additional Closing Closing, the Company will shall deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Closing Date Investor purchasing Subordinated Secured Notes for cash at such closing a Subordinated Secured Note in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the face amount of the purchase price therefor paid by such Investor for such Subordinated Secured Note, and a Warrant to purchase a number of shares of Common Stock corresponding to one hundred percent (100%) of the number of shares of Common Stock issuable upon conversion of such Subordinated Secured Note, against receipt of a check subject to collection or a wire transfer of in immediately available funds for the account of the Company or purchase price, to an account designated by Purchaser check sent via courier for next day deliverythe Company. If By receiving Securities at any an Additional Closing the Company shall fail to tender such Debenture to Purchaser Closing, each Investor so receiving Securities thereby represents that its representations and warranties contained in Section 3 are true and correct as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser date of such Additional Closing. The aggregate principal amount of Subordinated Secured Notes that may be issued at Closings hereunder shall, at Purchaser's electionwhen added to the aggregate principal amount of Subordinated Secured Notes issued to the October 2011 Investors, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason of such failure or such nonfulfillmentin no event exceed the Note Cap Amount. The Company shall deliver have the right to Purchaser update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an Officer's Certificate amendment to this Agreement. The obligation of each Investor to purchase and pay cash for the Subordinated Secured Notes and Warrants to be delivered at a Secretary's Certificate dated Closing is, unless waived by such Investor, subject to the Additional condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing Date date. The obligation of the Company to sell and issue Subordinated Secured Notes and Warrants to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in a form reasonably acceptable to Purchaser's counselSection 3 are true, complete and correct on and as of the Closing Date."

Additional Closings. is hereby deleted in its entirety and The Company shall have the following is substituted therefor: "The sale and purchase of the Series B-I Debentures right, on one or more occasions, to be purchased by Purchaser shall occur at hold additional closings (the "each, an “Additional Closing") on ”, and collectively with the dates set forth on SCHEDULE 3.2 Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Shares to additional Investors or existing Investors (each an "provided that no Additional Closing Date"Closings shall take place later than September 16, 2013). The Company acknowledges receipt of Purchaser's $60,000 payment on July 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture. At each Additional Closing Closing, the Company will deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Closing Date in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company or by Purchaser check sent via courier for next day delivery. If at any Additional Closing the Company shall fail to tender such Debenture to Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason of such failure or such nonfulfillment. The Company shall deliver to Purchaser each Investor purchasing Shares at such closing a certificate or certification representing such number of Shares as is in set forth opposite such Investor’s name on Schedule A under the column entitled “Purchase Price” against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an Officer's Certificate account designated by the Company. By receiving Shares at an Additional Closing, each Investor so receiving Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Shares that may be issued at Closings hereunder shall, in no event exceed the Share Cap Amount. The obligation of each Investor to purchase and pay cash for the Shares to be delivered at a Secretary's Certificate dated Closing is, unless waived by such Investor, subject to the Additional condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing Date date. The obligation of the Company to sell and issue Shares to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in a form reasonably acceptable to Purchaser's counselSection 3 are true, complete and correct on and as of the Closing Date."

Additional Closings. is hereby deleted in its entirety and The Company shall have the following is substituted therefor: "The sale and purchase of the Series B-I Debentures right, on one or more occasions, to be purchased by Purchaser shall occur at hold additional closings (the "each, an “Additional Closing") on ”, and collectively with the dates set forth on SCHEDULE 3.2 Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Shares to additional Investors or existing Investors (each an "provided that no Additional Closing Date"Closings shall take place later than February14, 2014 or upon the withdrawal of this offering by the Board of Directors, whichever occurs sooner). The Company acknowledges receipt of Purchaser's $60,000 payment on July 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture. At each Additional Closing Closing, the Company will deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Closing Date in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company or by Purchaser check sent via courier for next day delivery. If at any Additional Closing the Company shall fail to tender such Debenture to Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason of such failure or such nonfulfillment. The Company shall deliver to Purchaser each Investor purchasing Shares at such closing a certificate or certification representing such number of Shares as is set forth opposite such Investor’s name on Schedule A under the column entitled “Purchase Price” against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an Officer's Certificate account designated by the Company. By receiving Shares at an Additional Closing, each Investor so receiving Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Shares that may be issued at Closings hereunder shall, in no event exceed the Share Cap Amount. The obligation of each Investor to purchase and pay cash for the Shares to be delivered at a Secretary's Certificate dated Closing is, unless waived by such Investor, subject to the Additional condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing Date date. The obligation of the Company to sell and issue Shares to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in a form reasonably acceptable to Purchaser's counselSection 3 are true, complete and correct on and as of the Closing Date."

Additional Closings. is hereby deleted in its entirety and The Company shall have the following is substituted therefor: "The sale and purchase of the Series B-I Debentures right, on one or more occasions, to be purchased by Purchaser shall occur at hold additional closings (the "each, an “Additional Closing") on ,” and, collectively with the dates set forth on SCHEDULE 3.2 Initial Closing, the “Closings,” and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Shares to additional Investors or existing Investors (each an "provided that no Additional Closing Date"Closings shall take place later than July 31, 2014, unless extended by the Board or upon the withdrawal of this offering by the Board, whichever occurs sooner). The Company acknowledges receipt of Purchaser's $60,000 payment on July 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture. At each Additional Closing Closing, the Company will deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Closing Date in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company or by Purchaser check sent via courier for next day delivery. If at any Additional Closing the Company shall fail to tender such Debenture to Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason of such failure or such nonfulfillment. The Company shall deliver to Purchaser each Investor purchasing Shares at such additional closing a certificate or certification representing such number of Shares as is set forth opposite such Investor’s name on Schedule A hereto against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an Officer's Certificate account designated by the Company. By receiving Shares at an Additional Closing, each Investor so receiving Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Shares that may be issued at Closings hereunder shall, in no event exceed the Board approved Share Cap Amount. The obligation of each Investor to purchase and pay cash for the Shares to be delivered at a Secretary's Certificate dated Closing is, unless waived by such Investor, subject to the Additional condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing Date date. The obligation of the Company to sell and issue Shares to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in a form reasonably acceptable to Purchaser's counselSection 3 are true, complete and correct on and as of the Closing Date."

Additional Closings. is hereby deleted in its entirety (a) The obligations of the Purchaser to purchase the Second Note, the Third Note and the following is substituted therefor: "The sale and purchase Fourth Note at each Additional Closing are subject to satisfaction (or written waiver) at or prior to such Additional Closing of the Series B-I Debentures following conditions: (i) The Company shall have provided the Purchaser with evidence reasonably satisfactory to the Purchaser of the occurrence of the Second Funding Threshold, the Third Funding Threshold or the Fourth Funding Threshold (as applicable). (ii) The representations and warranties of the Company contained in Article 4 of this Agreement (as supplemented and amended in accordance with Section 6.5(c)) shall be purchased by Purchaser shall occur at closings (accurate, true and correct on and as of the "Additional Closing") on the dates set forth on SCHEDULE 3.2 (each an "Additional Closing Date"). , and the events or circumstances underlying the need for such supplements or amendments shall not have a Material Adverse Effect on the Company. (iii) All acts or covenants required hereunder to be performed by the Company at or prior to the Additional Closing shall have been fully performed by it in all material respects. (iv) The Company acknowledges receipt shall have provided the Purchaser sufficient opportunity to ask questions and receive answers from the officers of the Company regarding the Securities, the Company and its business, prospects and financial condition, for purposes of Purchaser providing the representation and warranty contained in Section 3.5 hereof. (v) The Company shall have delivered to the Purchaser a certificate of the Company dated as of the Additional Closing Date, executed by a duly authorized officer of the Company, certifying as to the satisfaction of the conditions set forth in Sections 2.3(a)(i), 2.3(a)(ii), 2.3(a)(iii) and 2.3(a)(iv). (b) The obligations of the Company to issue the Second Note, the Third Note and the Fourth Note at each Additional Closing are subject to satisfaction (or written waiver) at or prior to such Additional Closing of the following conditions: (i) The representations and warranties of the Purchaser contained in Article 3 of this Agreement, subject however to Section 2.3(a)(iv), shall be accurate, true and correct in all material respects at and as of the Additional Closing Date. (ii) All acts or covenants required hereunder to be performed by the Purchaser at or prior to the Additional Closing shall have been fully performed by it in all material respects. (iii) The Purchaser shall have delivered to the Company a certificate of the Purchaser dated as of the Additional Closing Date, executed by a duly authorized officer of the Purchaser's $60,000 payment on July 30, 2001 certifying as to the satisfaction of the conditions set forth in Sections 2.3(b)(i) and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture. 2.3(b)(ii). (c) At each Additional Closing Closing, the Company will shall issue and deliver to the appropriate Series B-H Debentures to be purchased by Purchaser the Second Note, the Third Note or the Fourth Note (as applicable), in accordance with each Additional Closing Date in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) case, duly registered in Purchaser's name (or in the name of Purchaser's the Purchaser or its nominee), against delivery payment by the Purchaser to the Company or its order of immediately available funds in the amount of Five Hundred Thousand Dollars ($500,000.00) as the purchase price therefor (such amount to be delivered by the Purchaser by wire transfer of immediately available funds for the to such account of the Company or as has been designated in writing by Purchaser check sent via courier for next day delivery. If at any Additional Closing the Company shall fail to tender such Debenture to Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason of such failure or such nonfulfillment. The Company shall deliver to Purchaser an Officer's Certificate and a Secretary's Certificate dated the Additional Closing Date in a form reasonably acceptable to Purchaser's counselCompany)."

Additional Closings. is hereby deleted in its entirety and The Company shall have the following is substituted therefor: "The sale and purchase of the Series B-I Debentures right, on one or more occasions, to be purchased by Purchaser shall occur at hold additional closings (the "each, an “Additional Closing") on ”, and collectively with the dates set forth on SCHEDULE 3.2 Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Shares to additional Investors or existing Investors (each an "provided that no Additional Closing Date"). The Company acknowledges receipt of Purchaser's $60,000 payment on July Closings shall take place later than April 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture2013). At each Additional Closing Closing, the Company will deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Closing Date in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company or by Purchaser check sent via courier for next day delivery. If at any Additional Closing the Company shall fail to tender such Debenture to Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason of such failure or such nonfulfillment. The Company shall deliver to Purchaser each Investor purchasing Shares at such closing a certificate or certification representing such number of Shares as is in set forth opposite such Investor’s name on Schedule A under the column entitled “Purchase Price” against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an Officer's Certificate account designated by the Company. By receiving Shares at an Additional Closing, each Investor so receiving Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Shares that may be issued at Closings hereunder shall, in no event exceed the Share Cap Amount. The obligation of each Investor to purchase and pay cash for the Shares to be delivered at a Secretary's Certificate dated Closing is, unless waived by such Investor, subject to the Additional condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing Date date. The obligation of the Company to sell and issue Shares to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in a form reasonably acceptable to Purchaser's counselSection 3 are true, complete and correct on and as of the Closing Date."