Common use of Agreement to Purchase Purchase Price Clause in Contracts

Agreement to Purchase Purchase Price. (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the undersigned Buyer hereby agrees to loan to the Company the principal amount set forth on the Buyer’s signature page of this Agreement (the “Purchase Price”), out of the aggregate amount being loaned by all Buyers of $ (the “Aggregate Purchase Price”). (ii) The obligation to repay the loan from the Buyer shall be evidenced by the Company’s issuance of one or more Convertible Debentures to the Buyer in the aggregate principal amount equal to the Purchase Price (the Convertible Debentures issued to the Buyer, the “Debentures”). Each Debenture (a) shall provide for a Conversion Price (as defined below), which price may be adjusted from time to as provided in the Debenture, and (b) shall have the terms and conditions of, and be substantially in the form attached hereto as, Annex I. (iii) On the Closing Date (as defined below), the Purchase Price shall be paid by the Buyer and the Company will deliver the Certificates (as defined below) to the Buyer. (iv) The loan to be made by the Buyer and the issuance of the Debentures and the Warrants (collectively, the “Purchased Securities”) to the Buyer are sometimes referred to herein and in the other Transaction Agreements as the purchase and sale of the Debentures and the Warrants

Agreement to Purchase Purchase Price. (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the undersigned Buyer hereby agrees to loan to the Company the principal amount set forth on the Buyer’s signature page of this Agreement (the “Purchase Price”), out of the aggregate amount being loaned by all Buyers of $ up to an aggregate of One Million Six Hundred Thousand Dollars ($1,600,000) (the “Aggregate Purchase Price”)) which amount will include the conversion of currently issued and outstanding bridge notes issued in December 2009 not to exceed $1,500,000. (ii) The obligation to repay the loan from the Buyer shall be evidenced by the Company’s issuance of one or more Convertible Debentures to the Buyer in the aggregate principal amount equal to the Purchase Price (the Convertible Debentures issued to the Buyer, the “Debentures”). Each Debenture (a) shall provide for a Conversion Price (as defined below), which price may be adjusted from time to as provided in the Debenture, and (b) shall have the terms and conditions of, and be substantially in the form attached hereto as, Annex I. (iii) On the Closing Date (as defined below), the Purchase Price shall be paid by the Buyer and the Company will deliver the Certificates (as defined below) to the Buyer. (iv) The loan to be made by the Buyer and the issuance of the Debentures and the Warrants (collectively, the “Purchased Securities”) to the Buyer are sometimes referred to herein and in the other Transaction Agreements as the purchase and sale of the Debentures and the Warrants

Agreement to Purchase Purchase Price. 2.1. Purchase and Sale of Note(s). (ia) Subject to the terms and conditions of this Agreement and the other Transaction AgreementsDocuments, the undersigned Buyer hereby agrees to loan to purchase from the Company a Secured Convertible Promissory Note in the principal amount set forth on the Buyer’s signature page of this Agreement (the “Purchase Price”), out of the aggregate amount being loaned by all Buyers of $ (the “Aggregate Purchase Price”). (ii) The obligation to repay the loan from the Buyer shall be evidenced by the Company’s issuance of one or more Convertible Debentures to the Buyer in the aggregate principal amount equal to the Purchase Price (the Convertible Debentures issued to the Buyer, the “Debentures”). Each Debenture (a) shall provide for a Conversion Price (as defined below), which price may be adjusted from time to as provided in the Debenture, and (b) shall have the terms and conditions of, and be $280,000.00 substantially in the form attached hereto asas ANNEX II (the "Initial Note"). In consideration thereof, Annex I.the Buyer shall deliver the following consideration to the Company at the Closing (defined below): (i) The Interest, pursuant to the terms set forth in Section 2.2 below. The Buyer and the Company acknowledge and agree that the Interest has a fair market value of $200,000 as of the Closing. (ii) the Cash Consideration, which shall be paid to the Company at Closing (defined below) in accordance with the Wire Instructions. (b) In addition to the satisfaction of the conditions set forth in Section I 0 below, upon the satisfaction of the Second Note Purchase Condition and provided no Event of Default (as defined in the Notes) has occurred as of such date, the undersigned Buyer covenants to purchase from the Company an additional Secured Convertible Promissory Note in the principal amount of $50,000.00 (the "Second Note," and together with the Initial Note, the "Notes"). The Second Note shall be in substantially the same form as the Initial Note. In consideration of the Company's issuance of the Second Note, Buyer shall pay to the Company the sum of$50,000.00 (the "Second Note Consideration") in cash in connection with the Company's issuance to Buyer of the Second Note. (c) In consideration for the Cash Consideration and the Interest, the Company shall, at the Closing (defined below): (i) execute and deliver to the Transfer Agent, and the Transfer Agent shall execute to indicate its acceptance thereof, the irrevocable letter of instructions to transfer agent substantially in the form attached hereto as ANNEX III (the "Transfer Agent Letter"); (ii) cause to be executed and delivered to the Buyer a fully executed secretary's certificate and written consent of directors evidencing the Company's approval of the Transaction Documents substantially in the forms attached hereto as ANNEX IV (together, the "Secretary's Certificate"); (iii) On the Closing Date (as defined below), the Purchase Price shall cause to be paid by executed and delivered to the Buyer and the Company will deliver the Certificates (as defined below) a fully executed share issuance resolution to be delivered to the Buyer.Transfer Agent substantially in the form attached hereto as ANNEX V ("Share Issuance Resolution"); (iv) The loan to be made by the Buyer execute and the issuance of the Debentures and the Warrants (collectively, the “Purchased Securities”) deliver to the Buyer are sometimes referred to herein and a Membership Interest Pledge Agreement substantially in the other Transaction Agreements form attached hereto as ANNEX VI (the purchase "Pledge Agreement"); (v) cause Xxxxxxxx to execute and sale deliver to the Buyer a Security Agreement substantially in the form attached hereto as ANNEX VII (the "Xxxxxxxx Security Agreement''); (vi) cause Xxxxxxxx to execute and deliver to the Buyer a Guaranty substantially in the form attached hereto as ANNEX VIII (the "Guaranty"); (vii) execute and deliver to the Buyer an Assignment of Internet Services Agreement substantially in the Debentures form attached hereto as ANNEX IX (the "Internet Services Agreement Assignment"), and cause Ikano and Xxxxxxxx to execute and deliver the Warrantssame; (viii) cause Xxxxxxxx to execute and deliver to the Buyer a Transition Services Agreement substantially in the form attached hereto as ANNEX X (the "Transition Services Agreement"); and (ix) execute and deliver to the Buyer a Consent and Agreement substantially in the form attached hereto as ANNEX XI (the "Ikano Consent"), and cause Ikano and Xxxxxxxx to execute and deliver the same.

Agreement to Purchase Purchase Price. (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the undersigned Buyer hereby agrees to loan to the Company the principal amount set forth on the Buyer’s signature page of this Agreement (the “Purchase Price”), out of the aggregate amount being loaned by all Buyers of $ up to an aggregate of Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Aggregate Purchase Price”)) which amount will include the conversion of currently issued and outstanding bridge notes issued in September 2009 not to exceed $1,200,000. (ii) The obligation to repay the loan from the Buyer shall be evidenced by the Company’s issuance of one or more Convertible Debentures to the Buyer in the aggregate principal amount equal to the Purchase Price (the Convertible Debentures issued to the Buyer, the “Debentures”). Each Debenture (a) shall provide for a Conversion Price (as defined below), which price may be adjusted from time to as provided in the Debenture, and (b) shall have the terms and conditions of, and be substantially in the form attached hereto as, Annex I.I and (c) shall be secured pursuant to the terms of the Security Interest Agreement substantially in the form annexed hereto as Annex VI (the “Security Interest Agreement”). (iii) On the Closing Date (as defined below), the Purchase Price shall be paid by the Buyer and the Company will deliver the Certificates (as defined below) to the BuyerEscrow Agent, as provided in Section 1(c) hereof. (iv) The loan to be made by the Buyer and the issuance of the Debentures and the Warrants (collectively, the “Purchased Securities”) to the Buyer are sometimes referred to herein and in the other Transaction Agreements as the purchase and sale of the Debentures and the Warrants

Agreement to Purchase Purchase Price. (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the undersigned Buyer hereby agrees to loan to the Company the principal amount set forth on the Buyer’s signature page of this Agreement (the “Purchase Price”), out of the aggregate amount being loaned by all Buyers of $ $2,325,000 (the “Aggregate Purchase Price”). (ii) The obligation to repay the loan from the Buyer shall be evidenced by the Company’s issuance of one or more Convertible Debentures to the Buyer in the aggregate principal amount equal to the Purchase Price (the Convertible Debentures issued to the Buyer, the “Debentures”). Each Debenture (a) shall provide for a Conversion Price (as defined below), which price may be adjusted from time to as provided in the Debenture, and (b) shall have the terms and conditions of, and be substantially in the form attached hereto as, Annex I.I and (c) shall be secured pursuant to the terms of the Security Interest Agreement substantially in the form annexed hereto as Annex VII (the “Security Interest Agreement”). (iii) On the Closing Date (as defined below), the Purchase Price shall be paid by the Buyer and the Company will deliver the Certificates (as defined below) to the BuyerEscrow Agent, as provided in Section 1(c) hereof. (iv) The loan to be made by the Buyer and the issuance of the Debentures and the Warrants (collectively, the “Purchased Securities”) to the Buyer are sometimes referred to herein and in the other Transaction Agreements as the purchase and sale of the Debentures and the Warrants

Agreement to Purchase Purchase Price. (i) Subject to the terms and conditions of this Agreement and the other Transaction AgreementsDocuments, the undersigned Buyer Purchaser hereby agrees to loan to purchase a Note in the Company the principal aggregate amount set forth on the Buyer’s signature page of this Agreement $100,000 (the “Purchase PriceAmount”), out which Note shall be funded and issuable as follows: (a) $100,000 of the aggregate amount being loaned Note shall be funded and issued by all Buyers of $ March 3, 2014 or at such later date mutually agreed upon by the parties (the “Aggregate Purchase PriceClosing Date”). (ii) The obligation Note referred to repay the loan from the Buyer herein shall be evidenced by the Company’s issuance of one or more Convertible Debentures to the Buyer in the aggregate principal amount equal to the Purchase Price (the Convertible Debentures issued to the Buyer, the “Debentures”). Each Debenture (a) shall provide for a Conversion Price (as defined below), which price may be adjusted from time to as provided in the Debenture, and (b) shall have the terms and conditions of, and be substantially in the form attached hereto as, of Annex I.I annexed hereto. (iii) On In consideration for the Closing Date Purchaser agreeing to Purchase the Note, the Company agrees to issue to the Purchaser the Warrants (as defined below), herein) in the Purchase Price shall be paid by the Buyer and the Company will deliver the Certificates (as defined below) form of Annex II hereto. Additional provisions relating to the BuyerWarrants are provided below. (iv) The loan to be made by purchase of the Buyer Note and the issuance of the Debentures Warrants to the Purchaser and the Warrants (collectively, the “Purchased Securities”) to the Buyer other transactions contemplated hereby are sometimes referred to herein and in the other Transaction Agreements Documents as the purchase and sale of the Debentures Securities (as defined below), and are referred to collectively as the Warrants“Transactions”. (v) The Purchaser shall deliver the Purchase Amount to counsel for the Company on or before the Closing Date, which Purchase Amount shall be held in trust and shall be released to the Company upon delivery by the Company of the executed Note and Warrants to the Purchaser. The Purchase Amount shall be promptly returned to the Purchaser if the Company has not made such deliveries by the Closing Date.