SHALL ISSUE AND SELL TO EACH PURCHASER,
AND EACH PURCHASER SHALL, SEVERALLY AND NOT JOINTLY, PURCHASE FROM THE COMPANY,
SUCH NUMBER OF SHARES OF COMMON STOCK AND A WARRANT TO PURCHASE A NUMBER OF
WARRANT SHARES, EACH AS INDICATED BELOW SUCH PURCHASER'S NAME ON THE SIGNATURE
PAGE OF THIS AGREEMENT, FOR AN AGGREGATE PURCHASE PRICE FOR SUCH PURCHASER AS
INDICATED BELOW SUCH PURCHASER'S NAME ON THE SIGNATURE PAGE OF THIS AGREEMENT
UPON CONFIRMATION THAT THE OTHER CONDITIONS TO CLOSING SPECIFIED HEREIN HAVE
BEEN SATISFIED OR DULY WAIVED BY THE PURCHASERS, THE COMPANY SHALL DELIVER TO
LOWENSTEIN SANDLER PC ("PLACEMENT AGENT COUNSEL"), IN TRUST, A CERTIFICATE OR
CERTIFICATES, REGISTERED IN SUCH NAME OR NAMES AS THE PURCHASERS MAY DESIGNATE,
REPRESENTING THE SHARES AND WARRANTS, WITH INSTRUCTIONS THAT SUCH CERTIFICATES
ARE TO BE HELD FOR RELEASE TO THE PURCHASERS ONLY UPON PAYMENT IN FULL OF THE
SUBSCRIPTION AMOUNT TO THE COMPANY BY ALL THE PURCHASERS. UNLESS OTHERWISE
AGREED TO BY THE COMPANY AND ANY PURCHASER, UPON SUCH RECEIPT BY PLACEMENT AGENT
COUNSEL OF THE CERTIFICATES, EACH PURCHASER SHALL PROMPTLY, BUT NO MORE THAN ONE
BUSINESS DAY THEREAFTER, CAUSE A WIRE TRANSFER IN SAME DAY FUNDS TO BE SENT TO
THE ACCOUNT OF THE COMPANY AS INSTRUCTED IN WRITING BY THE COMPANY, IN AN AMOUNT
REPRESENTING THE PURCHASE PRICE FOR SUCH PURCHASER AS INDICATED BELOW SUCH
PURCHASER'S NAME ON THE SIGNATURE PAGE OF THIS AGREEMENT. ON THE DATE (THE
"CLOSING DATE") THE COMPANY RECEIVES THE AGGREGATE SUBSCRIPTION AMOUNTS, THE
CERTIFICATES EVIDENCING THE SHARES AND WARRANTS SHALL BE RELEASED TO THE
PURCHASERS (THE "CLOSING"). THE CLOSING OF THE PURCHASE AND SALE OF THE SHARES
AND WARRANTS SHALL TAKE PLACE AT THE OFFICES OF LOWENSTEIN SANDLER PC, 1251
AVENUE OF THE AMERICAS, NEW YORK, NEW YORK ON THE CLOSING DATE OR AT SUCH OTHER
LOCATIONS OR REMOTELY BY FACSIMILE TRANSMISSION OR OTHER ELECTRONIC MEANS AS THE
PARTIES MAY MUTUALLY AGREE.
2.2
CLOSING DELIVERIES.
(A)
ON OR PRIOR TO THE CLOSING, THE COMPANY
SHALL ISSUE, DELIVER OR CAUSE TO BE DELIVERED TO EACH PURCHASER THE FOLLOWING
(THE "COMPANY DELIVERABLES"):
(I)
THIS AGREEMENT, DULY EXECUTED BY THE COMPANY;
(II)
ONE OR MORE STOCK CERTIFICATES, FREE AND CLEAR OF ALL RESTRICTIVE
AND OTHER LEGENDS (EXCEPT AS PROVIDED IN SECTION 4.1(B) HEREOF), EVIDENCING A
NUMBER OF SHARES INDICATED BELOW SUCH PURCHASER'S NAME ON THE SIGNATURE PAGE OF
THIS AGREEMENT, REGISTERED IN THE NAME OF SUCH PURCHASER;
(III)
A WARRANT, EXECUTED BY THE COMPANY AND REGISTERED IN THE NAME OF
SUCH PURCHASER, PURSUANT TO WHICH SUCH PURCHASER SHALL HAVE THE RIGHT TO ACQUIRE
SUCH NUMBER OF WARRANT SHARES EQUAL TO 40.0% OF THE NUMBER OF SHARES ISSUABLE TO
SUCH PURCHASER PURSUANT TO SECTION 2.2(A)(II) ON THE TERMS SET FORTH THEREIN;
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(IV)
A LEGAL OPINION OF COMPANY COUNSEL, IN THE FORM ATTACHED HERETO AS
EXHIBIT C, EXECUTED BY SUCH COUNSEL AND ADDRESSED TO THE PURCHASERS AND THE
PLACEMENT AGENT;
(V)
THE REGISTRATION RIGHTS AGREEMENT, DULY EXECUTED BY THE COMPANY;
(VI)
DULY EXECUTED IRREVOCABLE TRANSFER AGENT INSTRUCTIONS ACKNOWLEDGED
IN WRITING