Purchase of Common Shares. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) such aggregate number of Common Shares as is set forth opposite such Buyer’s name in column # on the Schedule of Buyers.

Purchase of Common Shares, Series A Warrants and Series B Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) # such aggregate number of shares of Common Stock as set forth opposite such Buyer’s name in column # on the Schedule of Buyers, # Series B Warrants to initially acquire up to that aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column # on the Schedule of Buyers; and # Series A Warrants to initially acquire up to that aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column # on the Schedule of Buyers.

The obligation of the Company hereunder to issue and sell the Common Shares to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

Each Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, such aggregate number of shares of Common Stock as set forth opposite such Buyer’s name in column # on the Schedule of Buyers (which aggregate amount for all Buyers shall be 1,512,499 shares of Common Stock and shall collectively be referred to herein as the “Common Shares” or the “Securities”).

Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, and upon execution and delivery of this Agreement, Seller (“Seller”) shall sell to Buyer, and Buyer shall purchase from Seller, such number of the Company’s Common Shares as set forth on [Schedule I] attached hereto (the “Seller Shares”), for an aggregate purchase price as indicated on [Schedule I] attached hereto (the “Seller Purchase Price”).