Common use of Closing; Delivery Clause in Contracts

Closing; Delivery. The purchase and sale of the Notes shall take place at such time and place as the Company and the Purchasers mutually agree upon, orally or in writing. In the event there is more than one closing, the term “Closing” shall apply to each such closing (including the initial closing), unless otherwise specified herein. At each Closing, the Company shall deliver to each Purchaser the Note to be purchased by such Purchaser against (1) payment of the purchase price therefore by check payable to the Company or by wire transfer to a bank designated by the Company and (2) delivery of counterpart signature pages to this Agreement and the Note. Until the earlier of such time as the aggregate amount of face principal indebtedness evidenced by the Notes equals a total of $5,000,000 or October 5, 2012, provided, the Company may extend such date up to three (3) additional thirty (30) day periods in its sole discretion without notice to investors, the Company may sell additional Notes to such persons or entities as determined by the Company, or to any Purchaser who desires to acquire additional Notes. All such sales shall be made on the terms and conditions set forth in this Agreement. For purposes of this Agreement, and all other agreements contemplated hereby, any additional purchaser so acquiring Notes shall be deemed to be a “Purchaser” for purposes of this Agreement, and any notes so acquired by such additional purchaser shall be deemed to be “Notes”. At each Closing, the Parties shall execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities laws.

Closing; Delivery. (a) The purchase and sale of the Notes Stock shall take place at the offices of Venture Law Group, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 3:00 p.m., on January 22, 1999, or at such other time and place as the Company and the Purchasers mutually agree upon, orally or in writingwriting (which time and place are designated as the "Closing"). In ------- (b) At the event there is more than one closing, the term “Closing” shall apply to each such closing (including the initial closing), unless otherwise specified herein. At each Closing, the Company shall deliver to each Purchaser a certificate representing the Note to be Stock being purchased by such Purchaser thereby against (1) payment of the purchase price therefore therefor by check payable to the Company check, cancellation of indebtedness or by wire transfer to a the Company's bank designated by account. (c) If the full number of the authorized shares of Series C Preferred Stock of the Company and (2) delivery of counterpart signature pages to this Agreement and is not sold at the Note. Until the earlier of such time as the aggregate amount of face principal indebtedness evidenced by the Notes equals a total of $5,000,000 or October 5, 2012, providedClosing, the Company may extend such date up shall have the right, at any time prior to three (3) January 31, 1999, to sell the remaining authorized but unissued shares of Series C Preferred Stock to one or more additional thirty (30) day periods in its sole discretion without notice to investors, the Company may sell additional Notes to such persons or entities purchasers as determined by the Company, or to any Purchaser hereunder who desires wishes to acquire additional Notes. All such sales shall be made shares of Series C Preferred Stock at the price and on the terms and conditions set forth in herein, provided that any such additional purchaser shall be required to execute this Agreement. For purposes of this Agreement, Agreement and all other agreements contemplated hereby, any . Any additional purchaser so acquiring Notes shares of Series C Preferred Stock shall be deemed to be considered a “"Purchaser” " for purposes of this Agreement, and any notes Series C Preferred Stock so acquired by such additional purchaser shall be deemed considered "Stock" for purposes of this Agreement and all other agreements contemplated hereby. The Purchasers and the Company agree that, after January 31, 1999, Exhibit A may be restated to be “Notes”. At each Closing, reflect the Parties shall execute and deliver a Registration Rights Agreement, in the form attached hereto as additional Purchasers that have been --------- added to Exhibit C (the “Registration Rights Agreement”), A pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreementthis Section 1.2(c), under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities laws.. ---------

Closing; Delivery. (i) The purchase and sale of the Notes shall take place at the offices of ▇▇▇▇▇▇▇ Coie LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Palo Alto, California, at 10:00 a.m., on January, 19 2015, or at such other time and place as the Company and the Purchasers mutually agree upon, orally or in writingwriting (which time and place are designated as the “Initial Closing”). In the event there is more than one closing, the term “Closing” shall apply to each such closing (including the initial closing), unless otherwise specified herein. . (ii) At each Closing, the Company shall deliver to each Purchaser the Note to be purchased by such Purchaser against (1) payment of the purchase price therefore therefor by check payable to the Company or by wire transfer to a bank designated by the Company and Company, (2) delivery of counterpart signature pages to this Agreement and the Note. , and (3) delivery of a validly completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such Purchaser’s exemption from withholding tax, which forms are attached to this Agreement as Exhibit C. (iii) Until the earlier of (A) such time as the aggregate amount of face principal indebtedness evidenced by the Notes equals a total of $5,000,000 500,000, or October 5, 2012, provided, (B) the Company may extend such date up to three hundred sixty (3360) additional thirty (30) day periods in its sole discretion without notice to investorsdays from the date hereof, the Company may sell additional Notes to such persons or entities as determined by the Company, or to any Purchaser who desires to acquire additional Notes. All such sales shall be made on the terms and conditions set forth in this Agreement. For purposes of this Agreement, and all other agreements contemplated hereby, any additional purchaser so acquiring Notes shall be deemed to be a “Purchaser” for purposes of this Agreement, and any notes so acquired such by such additional purchaser shall be deemed to be “Notes”. At each Closing, the Parties shall execute ” and deliver a Registration Rights Agreement, in the form attached hereto “Securities” as Exhibit C (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities lawsapplicable.

Closing; Delivery. (i) The purchase and sale of the Notes shall take place remotely by the mailed or electronic exchange (including, for the avoidance of doubt, by DocuSign) among the parties and their counsel. All documents and deliverables required under this Agreement must be received by 10:00 a.m. Eastern Time, on March 28, 2024, or in such other manner or at such other time and place as the Company and the Purchasers mutually agree uponagree, orally or in writingwriting (which time and place are designated as the “Closing”). In the event there is more than one closing, the term “Closing” shall apply to each such closing (including the initial closing), unless otherwise specified herein. , but in no event shall such Closing take place later than ninety (90) days after March 28, 2024. (ii) At each Closing, the Company shall deliver to each Purchaser the Note to be purchased by such Purchaser against (1) each Purchaser’s commitment to remit payment of the purchase price therefore therefor by check payable to the Company or by wire transfer to a bank designated by the Company and in accordance with the wire instructions attached as Exhibit C hereto at or before the Closing Date, (2) delivery of counterpart signature pages to this Agreement and the Note. , and (3) delivery of a validly completed and executed IRS Form 4131-2309-9215.4 W-8BEN/W-8BEN-E, IRS Form W-9 or similar form, as applicable, establishing such Purchaser’s exemption from withholding tax. (iii) Until the earlier of (A) such time as the aggregate amount of face committed principal indebtedness evidenced by the Notes equals a total of $5,000,000 10,000,000, or October 5(B) the date 90 days from March 28, 2012, provided, the Company may extend such date up to three (3) additional thirty (30) day periods in its sole discretion without notice to investors2024, the Company may sell additional Notes to such persons or entities as determined by the Company, or to any Purchaser who desires to acquire additional Notes. All such sales shall be made on the terms and conditions set forth in this Agreement. For purposes of this Agreement, and all other agreements contemplated hereby, any additional purchaser so acquiring Notes shall be deemed to be a “Purchaser” for purposes of this Agreement, and any notes so acquired by such additional purchaser shall be deemed to be “Notes”. At each Closing, the Parties shall execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities laws.

Closing; Delivery. (i) The purchase and sale of the Notes and Warrants shall take place remotely via the exchange of documents and signature on the date hereof, or at such time and other place as the Company and the Purchasers mutually agree upon, orally or in writing, as soon as practicable following such time that the Purchasers have agreed to purchase at such closing an aggregate amount of principal indebtedness evidenced by the Notes equal to at least $2,000,000 (which time and place are designated as the “Initial Closing”). The Initial Closing shall occur by April 30, 2018 unless extended for a period of up to 60 days at the Company’s discretion. In the event there is more than one closing, the term “Closing” shall apply to each such closing (including the initial closing), unless otherwise specified herein. . (ii) At each Closing, the Company shall deliver to each Purchaser the Note Note, the Security Agreement and the Warrant to be purchased by such Purchaser against (1A) payment of the purchase price therefore therefor by check payable to the Company or by wire transfer to a bank designated by the Company and (2B) delivery of counterpart signature pages to this Agreement and the Note. Agreement. (iii) Until the earlier of such time as the aggregate amount of face principal indebtedness evidenced by the Notes equals a total of seven million five hundred thousand dollars ($5,000,000 or October 5, 2012, provided, the Company may extend such date up to three (3) additional thirty (30) day periods in its sole discretion without notice to investors7,500,000.00), the Company may sell additional Notes and Warrants to such persons or entities as determined by the Company, or to any Purchaser who desires to acquire additional NotesNotes and Warrants. The Notes shall only be issued in denominations divisible by one thousand dollars ($1,000.00). All such sales shall be made on the terms and conditions set forth in this Agreement. The Company, in its sole discretion, shall determine the time and place of each Closing subsequent to the Initial Closing. For purposes of this Agreement, and all other agreements contemplated hereby, any additional purchaser so acquiring Notes and Warrants shall be deemed to be a “Purchaser” for purposes of this Agreement, and any notes and warrants so acquired by such additional purchaser shall be deemed to be “Notes”. At each Closing, the Parties shall execute “Warrants” and deliver a Registration Rights Agreement, in the form attached hereto “Securities” as Exhibit C (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities lawsapplicable.

Closing; Delivery. (i) The purchase and sale of the Notes shall take place remotely by the mailed or electronic exchange (including, for the avoidance of doubt, by DocuSign) among the parties and their counsel. All documents and deliverables required under this Agreement must be received by 10:00 a.m. Eastern Time, on March 28, 2024, or in such other manner or at such other time and place as the Company and the Purchasers mutually agree uponagree, orally or in writingwriting (which time and place are designated as the “Closing”). In the event there is more than one closing, the term “Closing” shall apply to each such closing (including the initial closing), unless otherwise specified herein. , but in no event shall such Closing take place later than ninety (90) days after March 28, 2024. (ii) At each Closing, the Company shall deliver to each Purchaser the Note to be purchased by such Purchaser against (1) each Purchaser’s commitment to remit payment of the purchase price therefore therefor by check payable to the Company or by wire transfer to a bank designated by the Company and in accordance with the wire instructions attached as Exhibit C hereto at or before the Closing Date, (2) delivery of counterpart signature pages to this Agreement and the Note. , and (3) delivery of a validly completed and executed IRS Form W-8BEN/W-8BEN-E, IRS Form W-9 or similar form, as applicable, establishing such Purchaser’s exemption from withholding tax. (iii) Until the earlier of (A) such time as the aggregate amount of face committed principal indebtedness evidenced by the Notes equals a total of $5,000,000 10,000,000, or October 5(B) the date 90 days from March 28, 2012, provided, the Company may extend such date up to three (3) additional thirty (30) day periods in its sole discretion without notice to investors2024, the Company may sell additional Notes to such persons or entities as determined by the Company, or to any Purchaser who desires to acquire additional Notes. All such sales shall be made on the terms and conditions set forth in this Agreement. For purposes of this Agreement, and all other agreements contemplated hereby, any additional purchaser so acquiring Notes shall be deemed to be a “Purchaser” for purposes of this Agreement, and any notes so acquired by such additional purchaser shall be deemed to be “Notes”. At each Closing, the Parties shall execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities laws.

Closing; Delivery. (i) The purchase and sale of the Notes shall take place at remotely by the mailed or electronic exchange (including, for the avoidance of doubt, by DocuSign or Box Sign) among the parties and their counsel. All documents and deliverables required under this Agreement must be received by such time and place as the Company and the Purchasers respective Purchaser mutually agree uponagree, orally or in writingwriting (each such time and place is designated as a “Closing”, it being understood and agreed that one or more Closings occurred prior to the date hereof, and one or more additional Closings may occur on or after the date hereof). In the no event there is more shall any such Closing take place later than one closingAugust 30, the term “Closing” shall apply to each such closing 2024. (including the initial closing), unless otherwise specified herein. ii) At each Closing, the Company shall deliver to each Purchaser the Note to be purchased by such Purchaser against (1) each Purchaser’s commitment to remit payment of the purchase price therefore therefor by check payable to the Company or by wire transfer to a bank designated by the Company and in accordance with the wire instructions attached as Exhibit C hereto at or before the Closing Date, (2) delivery of counterpart signature pages to this Agreement and the Note. , and (3) delivery of a validly completed and executed IRS Form W-8BEN/W-8BEN-E, IRS Form W-9 or similar form, as applicable, establishing such Purchaser’s exemption from withholding tax. (iii) Until the earlier of (A) such time as the aggregate amount of face committed principal indebtedness evidenced by the Notes equals a total of $5,000,000 10,000,000, or October 5(B) August 30, 2012, provided, the Company may extend such date up to three (3) additional thirty (30) day periods in its sole discretion without notice to investors2024, the Company may sell additional Notes to such persons or entities as determined by the Company, or to any Purchaser who desires to acquire additional Notes. All such sales shall be made on the terms and conditions set forth in this Agreement. For purposes of this Agreement, and all other agreements contemplated hereby, any additional purchaser so acquiring Notes shall be deemed to be a “Purchaser” for purposes of this Agreement, and any notes so acquired by such additional purchaser shall be deemed to be “Notes”. At each Closing, the Parties shall execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities laws.

Closing; Delivery. (i) The purchase and sale of the Notes shall take place at the offices of the Company, 1940 Zinfandel Drive, Suite Q, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇ ▇▇▇▇▇▇▇▇ ▇, 2006, or at such other time and place as the Company and the Purchasers mutually agree upon, orally or in writingwriting (which time and place are designated as the "Initial Closing"). In the event there is more than one closing, the term “"Closing” " shall apply to each such closing (including the initial closing), unless otherwise specified herein. . (ii) At each Closing, the Company shall deliver to each Purchaser the Note to be purchased by such Purchaser against (1) payment of the purchase price therefore therefor by check payable to the Company or by wire transfer to a bank designated by the Company and or the cancellation of the Purchasers' 2005 demand notes, (2) delivery of counterpart signature pages to this Agreement, the Security Agreement and the Note. , and (3) delivery of a validly completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such Purchaser's exemption from withholding tax, which forms are attached to this Agreement as Exhibit C. Upon receipt thereof, the Company shall give its transfer agent, Holladay Stock Transfer Company, ▇▇▇▇▇▇cable instructions to issue the restricted shares representing each Purchaser's Loan Fee. (iii) Until the earlier of (A) such time as the aggregate amount of face principal indebtedness evidenced by the Notes equals a total of $5,000,000 855,250, or October 5, 2012, provided, (B) the Company may extend such date up to three (3) additional thirty (30) day periods in its sole discretion without notice to investors20 days from the date hereof, the Company may sell additional Notes to such persons or entities as determined by the Company, or to any Purchaser who desires to acquire additional Notes. All such sales shall be made on the terms and conditions set forth in this Agreement. For purposes of this Agreement, and all other agreements contemplated hereby, any additional purchaser so acquiring Notes shall be deemed to be a “"Purchaser” " for purposes of this Agreement, and any notes and so acquired by such additional purchaser shall be deemed to be “"Notes”. At each Closing, the Parties shall execute " and deliver a Registration Rights Agreement, in the form attached hereto "Securities" as Exhibit C (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities lawsapplicable.

Closing; Delivery. (i) The purchase and sale of the Notes shall take place at the offices of Venture Law Group, a Professional Corporation, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m., on February 4th, 2003, or at such other time and place as the Company and the Purchasers mutually agree upon, orally or in writingwriting (which time and place are designated as the "Initial Closing"). In the event there is more than one closing, the term “"Closing” " shall apply to each such closing (including the initial closing), unless otherwise specified herein. . (ii) At each Closing, the Company shall deliver to each Purchaser the Note to be purchased by such Purchaser against (1) payment of the purchase price therefore therefor by check payable to the Company or by wire transfer to a bank designated by the Company and Company, (2) delivery of counterpart signature pages to this Agreement and the Note. , and (3) delivery of a validly completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such Purchaser's exemption from withholding tax, which forms are attached to this Agreement as Exhibit C. (iii) Until the earlier of (A) such time as the aggregate amount of face principal indebtedness evidenced by the Notes equals a total of $5,000,000 810,000, or October 5, 2012, provided, (B) the Company may extend such date up to three (3) additional thirty (30) day periods in its sole discretion without notice to investors150 days from the date hereof, the Company may sell additional Notes to such persons or entities as determined by the Company, or to any Purchaser who desires to acquire additional Notes. All such sales shall be made on the terms and conditions set forth in this Agreement. For purposes of this Agreement, and all other agreements contemplated hereby, any additional purchaser so acquiring Notes shall be deemed to be a “"Purchaser” " for purposes of this Agreement, and any notes so acquired by such additional purchaser shall be deemed to be “"Notes”. At each Closing, the Parties shall execute " and deliver a Registration Rights Agreement, in the form attached hereto "Securities" as Exhibit C (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities lawsapplicable.

Closing; Delivery. (i) The purchase and sale of the Notes and Warrants shall take place at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such time and other place as the Company and the Purchasers mutually agree upon, orally or in writing, as soon as practicable following such time that the Purchasers have agreed to purchase at such closing an aggregate amount of principal indebtedness evidenced by the Notes equal to at least $500,000 (which time and place are designated as the “Initial Closing”). In the event there is more than one closing, the term “Closing” shall apply to each such closing (including the initial closing), unless otherwise specified herein. The Company may update Schedule A at each Closing following the Initial Closing. (ii) At each Closing, the Company shall deliver to each Purchaser the Note and/or Warrant to be purchased by such Purchaser against (1) payment of the purchase price therefore therefor by check payable to the Company or by wire transfer to a bank designated by the Company and Company, (2) delivery of counterpart signature pages to this Agreement Agreement, and the Note. (3) delivery of a validly completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such Purchaser’s exemption from withholding tax. (iii) Until the earlier of (A) such time as the aggregate amount of face principal indebtedness evidenced by the Notes equals a total of $5,000,000 1,000,000, or October 5, 2012, provided, (B) the Company may extend such date up to three 180 days from the date hereof (3) additional thirty (30) day periods in its sole discretion without notice to investorsthe “Final Date”), the Company may sell additional Notes and Warrants to such persons or entities as determined by the Company, or to any Purchaser who desires to acquire additional NotesNotes and Warrants. All such sales shall be made on the terms and conditions set forth in this Agreement. The Company, in its sole discretion, shall determine the time and place of each Closing subsequent to the Initial Closing, provided, however, that each subsequent Closing shall be for the purchase and sale of Notes with an aggregate amount of indebtedness equal to at least $50,000, except that one final Closing may be for Notes with an aggregate indebtedness of less than $50,000, if such final Closing causes the total indebtedness evidenced by all Notes sold to be equal to $1,000,000. For purposes of this Agreement, and all other agreements contemplated hereby, any additional purchaser so acquiring Notes and Warrants shall be deemed to be a “Purchaser” for purposes of this Agreement, and any notes and warrants so acquired by such additional purchaser shall be deemed to be “Notes”. At each Closing, the Parties shall execute “Warrants” and deliver a Registration Rights Agreement, in the form attached hereto “Securities” as Exhibit C (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities lawsapplicable.

Closing; Delivery. (i) The purchase and sale of the Notes shall take place at the offices of DLA Piper, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., on April ___, 2010, or at such other time and place as the Company and the Purchasers participating Purchaser(s) mutually agree upon, orally or in writingwriting (which time and place are designated as the “Initial Closing”). After the Initial Closing, the Company may complete one or more additional closings with Purchasers. In the event there is more than one closing, the term “Closing” shall apply to each such closing closing. (including the initial closing), unless otherwise specified herein. ii) At each Closing, the Company shall deliver to each Purchaser participating in such Closing the Note to be purchased by such Purchaser against (1) payment of the purchase price therefore therefor by check payable to the Company or by wire transfer to a bank account designated by the Company and (2) delivery of counterpart signature pages to this Agreement and the Note. Agreement. (iii) Until the earlier of such time as the aggregate amount of face principal indebtedness evidenced by the Notes equals a total of $5,000,000 or October 5April 30, 2012, provided, the Company may extend such date up to three (3) additional thirty (30) day periods in its sole discretion without notice to investors2010, the Company may sell additional Notes to such persons or entities as determined by the Company, or to any Purchaser who desires to acquire additional Notes, until the Company issues $1,000,000 of Notes in the aggregate. All such sales shall be made on the terms and conditions set forth in this Agreement. For purposes of this Agreement, and all other agreements contemplated hereby, any additional purchaser so acquiring Notes shall be deemed to be a “Purchaser” for purposes of this Agreement, and any notes so acquired by such additional purchaser shall be deemed to be “Notes”. At each Closing, the Parties shall execute ” and deliver a Registration Rights Agreement, in the form attached hereto “Securities” as Exhibit C (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities lawsapplicable.

Closing; Delivery. (i) The purchase and sale of the Notes shall take place at such time and place the offices of Venture Law Group, a Professional Corporation, 2775 Sand Hill Road, Menlo Park, California, at 10:00 a.m., on February ▇▇▇, ▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ as the Company and the Purchasers mutually agree upon, orally or in writingwriting (which time and place are designated as the "Initial Closing"). In the event there is more than one closing, the term “"Closing” " shall apply to each such closing (including the initial closing), unless otherwise specified herein. . (ii) At each Closing, the Company shall deliver to each Purchaser the Note to be purchased by such Purchaser against (1) payment of the purchase price therefore therefor by check payable to the Company or by wire transfer to a bank designated by the Company and Company, (2) delivery of counterpart signature pages to this Agreement and the Note. , and (3) delivery of a validly completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such Purchaser's exemption from withholding tax, which forms are attached to this Agreement as Exhibit C. (iii) Until the earlier of (A) such time as the aggregate amount of face principal indebtedness evidenced by the Notes equals a total of $5,000,000 810,000, or October 5, 2012, provided, (B) the Company may extend such date up to three (3) additional thirty (30) day periods in its sole discretion without notice to investors150 days from the date hereof, the Company may sell additional Notes to such persons or entities as determined by the Company, or to any Purchaser who desires to acquire additional Notes. All such sales shall be made on the terms and conditions set forth in this Agreement. For purposes of this Agreement, and all other agreements contemplated hereby, any additional purchaser so acquiring Notes shall be deemed to be a “"Purchaser” " for purposes of this Agreement, and any notes so acquired by such additional purchaser shall be deemed to be “"Notes”. At each Closing, the Parties shall execute " and deliver a Registration Rights Agreement, in the form attached hereto "Securities" as Exhibit C (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities lawsapplicable.

Closing; Delivery. (a) The purchase and sale of the Notes Stock shall take place at the offices of Venture Law Group, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 12:00 p.m., on June 3, 1998, or at such other time and place as the Company and the Purchasers purchasing a majority of the shares of Stock mutually agree upon, orally or in writing. In writing (which time and place are designated as the event there is more than one closing, "CLOSING"). (b) At the term “Closing” shall apply to each such closing (including the initial closing), unless otherwise specified herein. At each Closing, the Company shall deliver to each Purchaser a certificate representing the Note to be Stock being purchased by such Purchaser thereby against (1) payment of the purchase price therefore therefor by check payable to the Company or by Company, wire transfer to the Company's bank account, cancellation of indebtedness, or any combination thereof. In the event that payment by a bank designated Purchaser is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company and (2) delivery of counterpart signature pages to this Agreement and for cancellation at the Note. Until the earlier Closing any evidence of such time as indebtedness or shall executed an instrument of cancellation in form and substance acceptable to the aggregate amount Company. (c) If the full number of face principal indebtedness evidenced by the Notes equals a total authorized shares of $5,000,000 or October 5, 2012, providedSeries B Preferred Stock of the Company is not sold at the Closing, the Company may extend such date up shall have the right, at any time prior to three (3) June 17, 1998, to sell the remaining authorized but unissued shares of Series B Preferred Stock to one or more additional thirty (30) day periods in its sole discretion without notice to investors, the Company may sell additional Notes to such persons or entities purchasers as determined by the Company, or to any Purchaser hereunder who desires wishes to acquire additional Notes. All such sales shall be made shares of Series B Preferred Stock at the price and on the terms and conditions set forth herein, provided that any such additional purchaser shall be required to execute an Addendum Agreement substantially in this Agreement. For purposes of this Agreement, and all other agreements contemplated hereby, any the form attached hereto as EXHIBIT H. Any additional purchaser so acquiring Notes shares of Series B Preferred Stock shall be deemed to be considered a “"Purchaser” " for purposes of this Agreement, and any notes Series B Preferred Stock so acquired by such additional purchaser shall be deemed to be “Notes”. At each Closing, the Parties shall execute considered "Stock" for purposes of this Agreement and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities lawsall other agreements contemplated hereby.