the failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor within three (3) Business Days after the Purchase Date, Accelerated Purchase Date or Additional Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive such Purchase Shares;

“Additional Accelerated Purchase Price” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, the lower of # ninety-seven percent (97%) of the VWAP

Purchase Records. The Investor and the Company shall each maintain records showing the remaining Available Amount at any given time and the dates and Purchase Amounts for each Regular Purchase, Accelerated Purchase and Additional Accelerated Purchase or shall use such other method, reasonably satisfactory to the Investor and the Company.

“Accelerated Purchase Date” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the Business Day immediately following the applicable Purchase Date with respect to the corresponding Regular Purchase referred to in clause (i) of the second sentence of Section 2(b) hereof.

Purchase. Subject to the terms and conditions hereof, Purchaser hereby irrevocably agrees to purchase the amount of Notes set forth on the signature page hereof and tenders herewith the consideration set forth on the signature page hereof. Payment in full by cash, certified check, or wire transfer accompanies the delivery of this Subscription Agreement.

Purchase. On the terms and subject to the conditions set forth herein, and in consideration of Purchaser’s payment of the original principal amount set forth on Purchaser’s signature page hereto (the “Purchase Price”), Purchasers will purchase from the Company, and the Company will sell to Purchaser, the Debenture. Purchaser agrees to purchase the Debenture from the Company on the date hereof in accordance with the terms of, and subject to the conditions and provisions set forth in, this Agreement and the Debenture.

Purchase. Each Tranche 1 Revolving Lender agrees to purchase a Bankers’ Acceptance accepted by it. The applicable Borrower shall sell, and such Tranche 1 Revolving Lender shall purchase, the Bankers’ Acceptance at the applicable Discount Rate. Such Tranche 1 Revolving Lender shall provide to the relevant Funding Office the Discount Proceeds less the Acceptance Fee payable by such Borrower with respect to such Bankers’ Acceptance. Such proceeds will then be made available to such Borrower by the Administrative Agent crediting an account as directed by such Borrower with the aggregate of the amounts made available to the Administrative Agent by such Tranche 1 Revolving Lenders and in like funds as received by the Administrative Agent.

In addition to any other rights and remedies under applicable law and this Agreement, so long as an Event of Default has occurred and is continuing, or if any event which, after notice and/or lapse of time, would reasonably be expected to become an Event of Default, has occurred and is continuing, the Company shall not deliver to the Investor any Regular Purchase Notice, Accelerated Purchase Notice or Additional Accelerated Purchase Notice. Notwithstanding the foregoing, the foregoing sentence shall not be deemed to apply to any notice from Nasdaq received in the future regarding the Company’s failure to comply with the continuing listing standards of The Nasdaq Capital Market, and to the fact of each such failure, unless all compliance and appeal periods for such failure have lapsed or expired; provided, however, that this sentence shall not be construed to modify any of the Events of Default enumerated above in this Section 10.

“VWAP” means with respect to an applicable Accelerated Purchase Date and an Additional Accelerated Purchase Date, as applicable, the volume weighted average price of the Common Stock on the Principal Market, as reported on the Principal Market or by another reputable source such as Bloomberg, L.P.

“Accelerated Purchase Floor Price” means $1.00, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Accelerated Purchase Floor Price shall mean the lower of # the adjusted price and # $1.00.