Common use of Purchase of Preferred Shares and Delivery of Warrants; Closing Clause in Contracts

Purchase of Preferred Shares and Delivery of Warrants; Closing. (a) Subject to the terms and conditions set forth in this Agreement, the Company hereby agrees to issue and sell to the Purchasers, and the Purchasers hereby agree to purchase from the Company on the Closing Date the amount of Preferred Shares and the number of Warrants listed opposite each of the Purchasers' names on SCHEDULE 1. The Preferred Shares shall have the respective rights, preferences and privileges set forth in the form of Certificate of Designations annexed as EXHIBIT A, at a price per Preferred Share of One Thousand Dollars (US$1,000) (the "Per Preferred Share Consideration"). The Per Preferred Share Consideration multiplied by the number of Preferred Shares to be purchased by the Purchasers hereunder is hereinafter referred to as the "Purchase Price". The total principal amount of Preferred Shares to be purchased by the Purchasers (b) The closing of the purchase and sale of the Preferred Shares and issuance of the Warrants (the "Closing") shall take place at the offices of the Escrow Agent no later than five (5) Business Days after the registration statement, in accordance with and subject to the Registration Rights Agreement, the form of which is annexed as EXHIBIT C, is granted effectiveness by the Commission, time being of the essence, unless the parties agree in writing to extend such date. The effective date of the Registration Statement (the "Effective Date") shall occur no later than one hundred-eighty (180) days after the Execution Date (unless such day is not a Business Day, then the next Business Day), unless all of the Purchasers agree in advance in writing to extend such 180 day period and set forth the new effective date deadline. The date of the Closing is hereinafter referred to as the "Closing Date". (c) At the Closing, the Company shall deliver to the Escrow Agent the following: (i) original and duly executed Preferred Shares registered in the names of the Purchasers in the amounts set forth in SCHEDULE 1; (ii) original and duly executed Warrants registered in the names of the Purchasers in the amounts proportionate to the principal amount of Preferred Shares purchased by each Purchaser as set forth in SCHEDULE 1; (iii) The number of shares of duly issued Common Stock of the Company equal to four (4) times the number of shares of Common Stock otherwise issuable as if the Preferred Shares were converted in their entirety on the Closing Date, in share denominations of ten thousand (10,000) shares registered in the name of each of the Purchasers in the amounts proportionate to the principal amount of Preferred Shares purchased by each Purchaser set forth in SCHEDULE 1 for use in the conversion of the Preferred Shares (the "Preferred Share Escrow Shares"); (iv) The number of shares of duly issued Common Stock of the Company equal to four (4) times the number of shares of Common Stock otherwise issuable as if the Warrants were exercised in their entirety on the Closing Date in share denominations of ten thousand (10,000) shares registered in the name of each of the Purchasers in the amounts proportionate to the principal amount of Preferred Shares purchased by each Purchaser set forth in SCHEDULE 1 for use in the exercise of the Warrants (the "Warrant Escrow Shares"); (v) the legal opinion in substantially the form annexed hereto as EXHIBIT G, addressed to the Purchasers and dated the Closing Date from the - Counsel for the Company; (vi) a certificate, dated the Closing Date, signed by the Secretary or an Assistant Secretary of the Company and certifying (i) that attached thereto is a true, correct and complete copy of (A) the Company's Articles of Incorporation, as amended to the date thereof, (B) the Company's By-Laws, as amended to the date thereof, (C) resolutions duly adopted by the Board of Directors of the Company authorizing the execution and delivery of this Agreement, the issuance and sale of the Preferred Shares, Warrants and the Underlying Shares and the appointment of the Attorney-in-Fact pursuant to Section 4.15 attached hereto as EXHIBIT F, and (D) a certificate of good standing from the Secretary of State of Nevada and (ii) the incumbency of officers executing this Agreement; and (vii) a certificate, dated the Closing Date, signed by the President, certifying that the Company's representations and warranties in Article III are true and correct on the Closing Date. (viii) all other documents, instruments and writings required to have been delivered or necessary at or prior to Closing by the Company pursuant to this Agreement. (d) Upon receipt by the Escrow Agent of those items set forth above, the Purchasers shall deliver the following to the Escrow Agent: (i) the Purchase Price in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Escrow Agent prior to the Closing; (ii) the Termination Warrants; and (iii) all documents, instruments, and writings required to have been delivered or necessary at or prior to Closing by the Purchasers pursuant to this Agreement. (e) Upon receipt of all of the items set forth in subparagraphs (c) and (d) of this Section, the Escrow Agent shall deliver the Purchase Price, less the fees set forth in Section 4.28 to the Company in accordance with its written instructions, and shall deliver the items set forth in subparagraph (c), with the exception of the Preferred Share Escrow Shares and Warrant Escrow

Purchase of Preferred Shares and Delivery of Warrants; Closing. (a) Subject to the terms and conditions set forth in this Agreement, the Company hereby agrees to issue and sell to the Purchasers, and the Purchasers hereby agree to purchase from the Company on the Closing Date the amount of Preferred Shares and the number of Warrants listed opposite each of the Purchasers' names on SCHEDULE Schedule 1. The Preferred Shares shall have the respective rights, preferences and privileges set forth in the form of Certificate of Designations annexed as EXHIBIT Exhibit A, at a price per Preferred Share of One Thousand Dollars (US$1,000) (the "Per Preferred Share Consideration"). The Per Preferred Share Consideration multiplied by the number of Preferred Shares to be purchased by the Purchasers hereunder is hereinafter referred to as the "Purchase Price". The total principal amount of Preferred Shares to be purchased by the PurchasersPurchasers and the total Purchase Price shall be Five Million Dollars (US$5,000,000). The Warrants shall have the respective terms and conditions as set forth in the form of Warrant annexed as Exhibit B. (b) The closing of the purchase and sale of the Preferred Shares and issuance of the Warrants (the "Closing") shall take place at the offices of the Escrow Agent no later than five (5) Business Days after the registration statement, in accordance with and subject to the Registration Rights Agreement, the form of which is annexed as EXHIBIT Exhibit C, is granted effectiveness by the Commission, time being of the essence, unless the parties agree in writing to extend such date. The effective date of the Registration Statement (the "Effective Date") shall occur no later than one hundred-eighty (180) days after the Execution Date (unless such day is not a Business Day, then the next Business Day), unless all of the Purchasers agree in advance in writing to extend such 180 day period and set forth the new effective date deadline. The date of the Closing is hereinafter referred to as the "Closing Date". (c) At the Closing, the Company shall deliver to the Escrow Agent the following: (i) original and duly executed Preferred Shares registered in the names of the Purchasers in the amounts set forth in SCHEDULE Schedule 1; (ii) original and duly executed Warrants registered in the names of the Purchasers in the amounts proportionate to the principal amount of Preferred Shares purchased by each Purchaser as set forth in SCHEDULE Schedule 1; (iii) The number of shares of duly issued Common Stock of the Company equal to four (4) times the number of shares of Common Stock otherwise issuable as if the Preferred Shares were converted in their entirety on the Closing Date, in share denominations of ten thousand (10,000) shares registered in the name of each of the Purchasers in the amounts proportionate to the principal amount of Preferred Shares purchased by each Purchaser set forth in SCHEDULE Schedule 1 for use in the conversion of the Preferred Shares (the "Preferred Share Escrow Shares"); (iv) The number of shares of duly issued Common Stock of the Company equal to four (4) times the number of shares of Common Stock otherwise issuable as if the Warrants were exercised in their entirety on the Closing Date in share denominations of ten thousand (10,000) shares registered in the name of each of the Purchasers in the amounts proportionate to the principal amount of Preferred Shares purchased by each Purchaser set forth in SCHEDULE Schedule 1 for use in the exercise of the Warrants (the "Warrant Escrow Shares"); (v) the legal opinion in substantially the form annexed hereto as EXHIBIT Exhibit G, addressed to the Purchasers and dated the Closing Date from the - Counsel for the Company; (vi) a certificate, dated the Closing Date, signed by the Secretary or an Assistant Secretary of the Company and certifying (i) that attached thereto is a true, correct and complete copy of (A) the Company's Articles of Incorporation, as amended to the date thereof, (B) the Company's By-Laws, as amended to the date thereof, (C) resolutions duly adopted by the Board of Directors of the Company authorizing the execution and delivery of this Agreement, the issuance and sale of the Preferred Shares, Warrants and the Underlying Shares and the appointment of the Attorney-in-Fact pursuant to Section 4.15 attached hereto as EXHIBIT Exhibit F, and (D) a certificate of good standing from the Secretary of State of Nevada and (ii) the incumbency of officers executing this Agreement; and (vii) a certificate, dated the Closing Date, signed by the President, certifying that the Company's representations and warranties in Article III are true and correct on the Closing Date. (viii) all other documents, instruments and writings required to have been delivered or necessary at or prior to Closing by the Company pursuant to this Agreement. (d) Upon receipt by the Escrow Agent of those items set forth above, the Purchasers shall deliver the following to the Escrow Agent: (i) the Purchase Price in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Escrow Agent prior to the Closing; (ii) the Termination Warrants; and (iii) all documents, instruments, and writings required to have been delivered or necessary at or prior to Closing by the Purchasers pursuant to this Agreement. (e) Upon receipt of all of the items set forth in subparagraphs (c) and (d) of this Section, the Escrow Agent shall deliver the Purchase Price, less the fees set forth in Section 4.28 to the Company in accordance with its written instructions, and shall deliver the items set forth in subparagraph (c), with the exception of the Preferred Share Escrow Shares and Warrant EscrowEscrow Shares which shall be held in accordance with the terms of this Agreement, the Preferred Share and the Escrow Agreement, to the Purchasers.

Purchase of Preferred Shares and Delivery of Warrants; Closing. (a) Subject to the terms and conditions set forth in this Agreement, the Company hereby agrees to issue and sell to the Purchasers, and the Purchasers hereby agree to purchase from the Company on the Closing Date the amount of Preferred Shares and the number of Warrants listed opposite each of the Purchasers' names on SCHEDULE Schedule 1. The Preferred Shares shall have the respective rights, preferences and privileges set forth in the form of Certificate of Designations annexed as EXHIBIT Exhibit A, at a price per Preferred Share of One Thousand Dollars (US$1,000) (the "Per Preferred Share Consideration"). The Per Preferred Share Consideration multiplied by the number of Preferred Shares to be purchased by the Purchasers hereunder is hereinafter referred to as the "Purchase Price". The total principal amount of Preferred Shares to be purchased by the PurchasersPurchasers and the total Purchase Price shall be Five Million Dollars (US$5,000,000). The Warrants shall have the respective terms and conditions as set forth in the form of Warrant annexed as Exhibit B. (b) The closing of the purchase and sale of the Preferred Shares and issuance of the Warrants (the "Closing") shall take place at the offices of the Escrow Agent no later than five (5) Business Days after the registration statement, in accordance with and subject to the Registration Rights Agreement, the form of which is annexed as EXHIBIT Exhibit C, is granted effectiveness by the Commission, time being of the essence, unless the parties agree in writing to extend such date. The effective date of the Registration Statement (the "Effective Date") shall occur no later than one hundred-eighty (180) days after the Execution Date (unless such day is not a Business Day, then the next Business Day), unless all of the Purchasers agree in advance in writing to extend such 180 day period and set forth the new effective date deadline. The date of the Closing is hereinafter referred to as the "Closing Date". (c) At the Closing, the Company shall deliver to the Escrow Agent the following: (i) original and duly executed Preferred Shares registered in the names of the Purchasers in the amounts set forth in SCHEDULE Schedule 1; (ii) original and duly executed Warrants registered in the names of the Purchasers in the amounts proportionate to the principal amount of Preferred Shares purchased by each Purchaser as set forth in SCHEDULE Schedule 1; (iii) The number of shares of duly issued Common Stock of the Company equal to four (4) times the number of shares of Common Stock otherwise issuable as if the Preferred Shares were converted in their entirety on the Closing Date, in share denominations of ten thousand (10,000) shares registered in the name of each of the Purchasers in the amounts proportionate to the principal amount of Preferred Shares purchased by each Purchaser set forth in SCHEDULE Schedule 1 for use in the conversion of the Preferred Shares (the "Preferred Share Escrow Shares"); (iv) The number of shares of duly issued Common Stock of the Company equal to four (4) times the number of shares of Common Stock otherwise issuable as if the Warrants were exercised in their entirety on the Closing Date in share denominations of ten thousand (10,000) shares registered in the name of each of the Purchasers in the amounts proportionate to the principal amount of Preferred Shares purchased by each Purchaser set forth in SCHEDULE Schedule 1 for use in the exercise of the Warrants (the "Warrant Escrow Shares"); (v) the legal opinion in substantially the form annexed hereto as EXHIBIT Exhibit G, addressed to the Purchasers and dated the Closing Date from the - Counsel for the Company; (vi) a certificate, dated the Closing Date, signed by the Secretary or an Assistant Secretary of the Company and certifying (i) that attached thereto is a true, correct and complete copy of (A) the Company's Articles of Incorporation, as amended to the date thereof, (B) the Company's By-Laws, as amended to the date thereof, (C) resolutions duly adopted by the Board of Directors of the Company authorizing the execution and delivery of this Agreement, the issuance and sale of the Preferred Shares, Warrants and the Underlying Shares and the appointment of the Attorney-in-Fact pursuant to Section 4.15 attached hereto as EXHIBIT Exhibit F, and (D) a certificate of good standing from the Secretary of State of Nevada and (ii) the incumbency of officers executing this Agreement; and (vii) a certificate, dated the Closing Date, signed by the President, certifying that the Company's representations and warranties in Article III are true and correct on the Closing Date. (viii) all other documents, instruments and writings required to have been delivered or necessary at or prior to Closing by the Company pursuant to this Agreement. (d) Upon receipt by the Escrow Agent of those items set forth above, the Purchasers shall deliver the following to the Escrow Agent: (i) the Purchase Price in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Escrow Agent prior to the Closing; (ii) the Termination Warrants; and (iii) all documents, instruments, and writings required to have been delivered or necessary at or prior to Closing by the Purchasers pursuant to this Agreement. (e) Upon receipt of all of the items set forth in subparagraphs (c) and (d) of this Section, the Escrow Agent shall deliver the Purchase Price, less the fees set forth in Section 4.28 to the Company in accordance with its written instructions, and shall deliver the items set forth in subparagraph (c), with the exception of the Preferred Share Escrow Shares and Warrant EscrowEscrow Shares which shall be held in accordance with the terms of this Agreement, the Preferred Share and the Escrow Agreement, to the Purchasers.