Common use of Future Purchases Clause in Contracts

Future Purchases. (i) The Buyer hereby unconditionally and irrevocably agrees to purchase from the Company, and the Company hereby unconditionally and irrevocably agrees to issue to the Buyer, additional Debentures (collectively, the "Additional Debentures") in the principal amount of the relevant Additional Tranche identified in subparagraph (h)(ii) below multiplied by a fraction, of which the numerator is the principal amount of the Initial Debentures and the denominator is $1,000,000. The Additional Debentures shall be issued and acquired in two tranches (each, an "Additional Tranche"), on the terms and subject to the conditions hereinafter provided. (ii) The first Additional Tranche (the "First Additional Tranche") shall be for Additional Debentures in the principal amount of $500,000 and the second Additional Tranche (the "Second Additional Tranche") shall be for Additional Debentures in the principal amount of $300,000. (iii) The closing for the First Additional Tranche shall occur on the date (the "First Additional Closing Date") which is thirty (30) days after the Effective Date, unless otherwise agreed to by the Company and the Buyer. The closing for the Second Additional Tranche shall occur on the date (the "Second Additional Closing Date") which is thirty (30) days after the First Additional Closing Date, unless otherwise agreed to by the Company and the Buyer. The closing of each Additional Tranche shall be conducted upon the same terms and conditions as those applicable to the Initial Debentures. Each of the First Additional Closing Date and the Second Additional Closing Date is referred to as an "Additional Closing Date." (iv) If, for any reason, a Buyer does not purchase the Additional Debentures allocable to such Buyer on the Additional Closing Date, the other Buyer shall have the option to purchase the Additional Debentures not then being purchased by such Buyer. The Buyer not purchasing the Additional Debentures shall not have the right to purchase any other Additional Debentures. (v) It shall be a condition to the Buyer's obligation to purchase the Additional Debentures that, as of the Additional Closing Date, (A) the Market Price of the Common Stock, as adjusted to reflect any stock splits, reverse stock splits or stock dividends effected or declared after the Initial Closing Date, be Four Dollars and no Cents ($4.00) or more and (B) the average daily trading volume for the thirty (30) consecutive trading days ending the day before the Additional Closing Date be twenty-two thousand five hundred (22,500) or more shares. (vi) On the relevant Additional Closing Date, (A) the Registration Statement required to be filed under the Registration Rights Agreement shall continue to be effective and shall cover at least all Registrable Securities for Debentures issued prior to or on such Additional Closing Date, (B) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the relevant Additional Debentures shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no material adverse changes (financial or otherwise) in the business, operations or conditions (financial or otherwise) or results of operations of the Company and its subsidiaries taken as a whole from the Initial Closing Date through and including the relevant Additional Closing Date (and the Company's issuance of the relevant Additional Debentures shall constitute the Company's making such representation and warranty as of such date), and at all times (C) either the aggregate of the Common Stock issuable (i) upon conversion of the relevant Additional Debentures as a group or together with the Common Stock issuable upon conversion of the then previously issued Debentures (assuming for such computation a conversion price computed based on a Market Price equal to 50% of the Market Price on the relevant Additional Closing Date) and (ii) upon exercise of the Warrants, will not result in the issuance of shares in excess of the Cap Regulations or the Company shall have obtained the consent of its shareholders, as contemplated by the Cap Regulations, to such issuance. (vii) In addition to the delivery of Principal Voter Proxies contemplated by Section 4(d)(iii) hereof, if, as of the relevant Additional Closing Date, there are any additional Principal Voters, the Company shall have obtained the Principal Voter Proxy of each such additional Principal Voter and shall deliver each such additional Principal Voter Proxy to the Buyer or the Buyer's designee, together with an opinion of the Company's counsel that each such additional Principal Voter Proxy is binding and irrevocable and is enforceable or exercisable by the Buyer or the Buyer's designee, no later than the relevant Additional Closing Date. Compliance with the provisions of Section 4(d)(iii) and the foregoing provisions of this subsection (vii) shall be a condition to the Buyer's obligation to purchase Additional Debentures on the relevant Additional Closing Date.

Future Purchases. (i) The Buyer hereby Company unconditionally and irrevocably agrees to purchase from issue, if the CompanyBuyer desires to purchase, and the Company hereby unconditionally and irrevocably agrees up to issue to the Buyer, an additional Debentures $2,500,000 liquidation amount of Preferred Stock (collectively, the "Additional DebenturesPreferred Stock") in three tranches of $500,000 ("Tranche 2"), $1,000,000 ("Tranche 3"), and $1,000,000 ("Xxxxxxe 4") (the principal amount of the relevant Additional Tranche identified in subparagraph (h)(ii) below multiplied by a fraction, of which the numerator is the principal amount of the Initial Debentures and the denominator is $1,000,000. The Additional Debentures shall be issued and acquired in two tranches (each, an "Additional TrancheTranches"), on the terms and subject to the conditions hereinafter provided. (ii) The first Additional Tranche (the "First Additional Tranche") shall be for Additional Debentures in the principal amount of $500,000 and the second Additional Tranche (the "Second Additional Tranche") shall be for Additional Debentures in the principal amount of $300,000. (iii) The closing for the First each Additional Tranche shall occur on the a date (the "First Additional Closing Date"), which date shall be not later than (a) which is thirty (30) days after the Effective Date, unless otherwise agreed to by effectiveness of the Company and the Buyer. The closing for the Second Additional Tranche shall occur Company's listing on the date American Stock Exchange as to Tranche 2; (the "Second Additional Closing Date"b) which is thirty ninety (3090) days after the First Additional Closing Date, unless of Tranche 2 as to Tranche 3; (c) one hundred and eighty (180) days after the Closing of Tranche 2 as to Tranche 4; or (d) as otherwise mutually agreed to upon by the Company and the Buyer. The closing of each the Additional Tranche shall be conducted upon the same terms and conditions as those applicable to the Initial Debentures. Each of the First Additional Closing Date and the Second Additional Closing Date is referred to as an "Additional Closing Date."Preferred Stock.. (iv) If, for any reason, a Buyer does not purchase the Additional Debentures allocable to such Buyer on the Additional Closing Date, the other Buyer shall have the option to purchase the Additional Debentures not then being purchased by such Buyer. The Buyer not purchasing the Additional Debentures shall not have the right to purchase any other Additional Debentures. (v) It shall be a condition to the Buyer's obligation to purchase the Additional Debentures that, as of the Additional Closing Date, (A) the Market Price of the Common Stock, as adjusted to reflect any stock splits, reverse stock splits or stock dividends effected or declared after the Initial Closing Date, be Four Dollars and no Cents ($4.00) or more and (B) the average daily trading volume for the thirty (30) consecutive trading days ending the day before the Additional Closing Date be twenty-two thousand five hundred (22,500) or more shares. (viiii) On the relevant each Additional Closing Date, (A) the Registration Statement required to be filed under the Registration Rights Agreement shall continue to be effective and shall cover at least all Registrable Securities for Debentures issued prior to or on such Additional Closing Dateeffective, (B) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the relevant Additional Debentures Preferred Stock shall constitute the Company's making each such representation and warranty as of such date), and (C) and there shall have been no material adverse changes (financial or otherwise) in the business, operations business or conditions (financial or otherwise) or results of operations of the Company and its subsidiaries taken as a whole from the Initial Closing Date through and including in the relevant Additional Closing Date (and the Company's issuance of the relevant Additional Debentures Preferred Stock shall constitute the Company's making such representation and warranty as of such date), and at all times (C) either the aggregate of the Common Stock issuable (i) upon conversion of the relevant Additional Debentures as a group or together with the Common Stock issuable upon conversion of the then Additional Preferred Stock and upon exercise of the Additional Warrants, together with the Common stock issuable upon conversion of the Preferred Stock and exercise of the Warrants previously issued Debentures (assuming for such computation will not at a conversion or exercise price computed based on a Market Price equal to 5075% of the Market Price on the relevant such Additional Closing Date) and (ii) upon exercise of the Warrants, will not result in the issuance of shares in excess of the Cap Regulations or the Company shall have obtained the consent of its shareholders, as contemplated by the Cap Regulations, to such issuance. (vii) In addition to the delivery of Principal Voter Proxies contemplated by Section 4(d)(iii) hereof, if, as of the relevant Additional Closing Date, there are any additional Principal Voters, the Company shall have obtained the Principal Voter Proxy of each such additional Principal Voter and shall deliver each such additional Principal Voter Proxy to the Buyer or the Buyer's designee, together with an opinion more than 20% of the Company's counsel that each such additional Principal Voter Proxy is binding and irrevocable and is enforceable outstanding Common Stock in accordance with NASDAQ Rule 4310(c)(25)(H)(i)(d)(2), or exercisable any similar rule of a securities exchange on which the Common Stock may then be listed ("Cap Regulations"). (iv) The term "Market Price of the Common Stock" means, the closing bid price of the Common Stock as reported, at the option of the Buyer, by the Buyer Bloomberg, LP or the Buyer's designee, no later than the relevant Additional Closing Date. Compliance with the provisions National Association of Section 4(d)(iii) and the foregoing provisions of this subsection (vii) shall be a condition to the Buyer's obligation to purchase Additional Debentures on the relevant Additional Closing DateSecurities Dealers.

Future Purchases. (i) The Buyer hereby unconditionally and irrevocably agrees to purchase from After the CompanyEffective Date, and the Company hereby unconditionally and irrevocably agrees to issue may give notice (the "Additional Closing Date Notice") to the Buyer, additional Debentures (collectivelywith a copy to the Escrow Agent, specifying the "Additional Debentures") in the principal amount date of the relevant Additional Tranche identified in subparagraph (h)(ii) below multiplied by a fraction, of which closing for the numerator is the principal amount purchase of the Initial Debentures and the denominator is $1,000,000Additional Preferred Stock. The Additional Debentures shall be issued and acquired in two tranches (each, an "Additional Tranche"), on the terms and subject to the conditions hereinafter provided. (ii) The first Additional Tranche date for such closing (the "First Additional Tranche") shall be for Additional Debentures in the principal amount of $500,000 and the second Additional Tranche (the "Second Additional Tranche") shall be for Additional Debentures in the principal amount of $300,000. (iii) The closing for the First Additional Tranche shall occur on the date (the "First Additional Closing Date") shall be a business day which is thirty (30x) at least sixty (60) days after the Effective Date, unless otherwise agreed to by the Company Date and the Buyer. The closing for the Second Additional Tranche shall occur on the date (the "Second Additional Closing Date"y) which is thirty at least ten (3010) business days after the First Additional Closing Date, unless otherwise agreed to by the Company and the Buyer. The closing of each Additional Tranche shall be conducted upon the same terms and conditions as those applicable to the Initial Debentures. Each of the First Additional Closing Date and Notice is received by the Second Additional Closing Date is referred to as an "Additional Closing Date." (iv) If, for any reason, a Buyer does not purchase the Additional Debentures allocable to such Buyer on the Additional Closing Date, the other Buyer shall have the option to purchase the Additional Debentures not then being purchased by such Buyer. The Buyer not purchasing the Additional Debentures shall not have the right to purchase any other Additional Debentures. (vii) It shall be a condition to the BuyerCompany's obligation right to purchase the issue an Additional Debentures Closing Date Notice that, as of the Additional Closing Date, (A) the Market Price of the Common Stock, as adjusted to reflect any stock splits, reverse stock splits or stock dividends effected or declared after the Initial Closing Date, be Four Dollars and no Cents ($4.00) or more and (B) the average daily trading volume for the thirty (30) consecutive trading days ending the day before the Additional Closing Date be twenty-two thousand five hundred (22,500) or more shares. (vi) On the relevant Additional Closing Notice Date, (A) the Registration Statement required for all Registrable Securities, included the Converted Shares attributable to be filed under the Registration Rights Agreement Additional Preferred Stock (the "Additional Converted Shares"), shall have been declared effective and shall continue to be effective and shall cover at least all Registrable Securities for Debentures issued prior to or on such Additional Closing Dateeffective, (B) each of the Transaction Agreements shall continue to be in full force and effect and be applicable, to the extent relevant, to the Additional Preferred Stock and the Additional Converted Shares (and the Company's issuance of the Additional Closing Date Notice shall constitute the Company's making each such representation and warranty as of such date), and (C) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the relevant Additional Debentures shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no material adverse changes (financial or otherwise) in change to the business, operations or conditions (financial or otherwise) condition or results of operations operation of the Company and its subsidiaries taken as a whole from the Initial Closing Date through and including the relevant date the Company gives the Additional Closing Date Notice to the Buyer (and the Company's issuance of the relevant Additional Debentures Closing Date Notice shall constitute the Company's making each such representation and warranty as of such date), and at all times (C) either the aggregate of the Common Stock issuable (i) upon conversion of the relevant Additional Debentures as a group or together with the Common Stock issuable upon conversion of the then previously issued Debentures (assuming for such computation a conversion price computed based on a Market Price equal to 50% of the Market Price on the relevant Additional Closing Date) and (ii) upon exercise of the Warrants, will not result in the issuance of shares in excess of the Cap Regulations or the Company shall have obtained the consent of its shareholders, as contemplated by the Cap Regulations, to such issuance. (viiiii) In addition The Buyer's obligations to purchase the Additional Preferred Stock shall terminate (w) if the Additional Closing Date does not occur within seventy-five (75) days after the Additional Closing Date Notice is given to the delivery of Principal Voter Proxies contemplated by Section 4(d)(iiiBuyer, (x) hereof, if, as of the relevant Additional Closing Date, there are any additional Principal Voters, the Company shall have obtained the Principal Voter Proxy of each such additional Principal Voter and shall deliver each such additional Principal Voter Proxy to the Buyer or the Buyer's designee, together with an opinion of if the Company's counsel that each such additional Principal Voter Proxy is binding and irrevocable and is enforceable or exercisable by the Buyer or the Buyer's designee, no later than the relevant Additional Closing Date. Compliance with available shares do not satisfy the provisions of Section 4(d)(iii4(h) and hereof at any time, (y) if the foregoing provisions Effective Date has not yet occurred as of this subsection the date which is four (vii4) shall be a condition to months after the Buyer's obligation to purchase Additional Debentures Required Effective Date (as defined in the Registration Rights Agreement), or (z) on the relevant Additional date which is eighteen months after the Initial Closing Date.

Future Purchases. (i) The Buyer hereby Company unconditionally and irrevocably agrees to purchase from agrees, at the Company, and the Company hereby unconditionally and irrevocably agrees to issue to option of the Buyer, to issue up to an additional $1,500,000 principal amount of Debentures (collectively, the "Additional Debentures") in one tranche (the principal amount of the relevant Additional Tranche identified in subparagraph (h)(ii) below multiplied by a fraction, of which the numerator is the principal amount of the Initial Debentures and the denominator is $1,000,000. The Additional Debentures shall be issued and acquired in two tranches (each, an "Additional Tranche"), on the terms and subject to the conditions hereinafter provided. (ii) The first Additional Tranche (the "First Additional Tranche") shall be for Additional Debentures in the principal amount of $500,000 and the second Additional Tranche (the "Second Additional Tranche") shall be for Additional Debentures in the principal amount of $300,000. (iii) The closing for the First Additional Tranche shall occur on the a date (the "First Additional Closing Date") ), which is thirty date shall not be later than the forty-five (3045) days after the Effective Date, unless Date (as defined below) or as otherwise mutually agreed to by the Company and the Buyer. The closing for the Second Additional Tranche shall occur on the date (the "Second Additional Closing Date") which is thirty (30) days after the First Additional Closing Date, unless otherwise agreed to upon by the Company and the Buyer. The closing of each the Additional Tranche shall be conducted upon the same terms and conditions as those applicable to the Initial Debentures. Each of the First Additional Closing Date and the Second Additional Closing Date is referred to as an "Additional Closing Date." (iv) If, for any reason, a Buyer does not purchase the Additional Debentures allocable to such Buyer on the Additional Closing Date, the other Buyer shall have the option to purchase the Additional Debentures not then being purchased by such Buyer. The Buyer not purchasing the Additional Debentures shall not have the right to purchase any other Additional Debentures. (v) It shall be a condition to the Buyer's obligation to purchase the Additional Debentures that, as of the Additional Closing Date, (A) the Market Price of the Common Stock, as adjusted to reflect any stock splits, reverse stock splits or stock dividends effected or declared after the Initial Closing Date, be Four Dollars and no Cents ($4.00) or more and (B) the average daily trading volume for the thirty (30) consecutive trading days ending the day before the Additional Closing Date be twenty-two thousand five hundred (22,500) or more shares. (viiii) On the relevant Additional Closing Date, (A) the Registration Statement required to be filed under the Registration Rights Agreement shall continue to be effective and shall cover at least all Registrable Securities for Debentures issued prior to or on such Additional Closing Dateeffective, (B) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the relevant Additional Debentures Debenture shall constitute the Company's making each such representation and warranty as of such date), and (C) the Market Price of the Common Stock (as defined below) for the five (5) trading days immediately preceding the Additional Closing Date shall exceed $2.30 per share, (D) the dollar volume for trading for the Common Stock for each of the ten (10) trading days preceding the Additional Closing Date shall have equaled or exceeded $120,000.00, and (E) there shall have been no material adverse changes (financial or otherwise) in the business, operations business or conditions (financial or otherwise) or results of operations of the Company and its subsidiaries taken as a whole from the Initial Closing Date through and including the relevant Additional Closing Date (and the Company's issuance of the relevant Additional Debentures shall constitute the Company's making such representation and warranty as of such date). (iv) The term "Market Price of the Common Stock" means, and at all times (C) either the aggregate closing bid price of the Common Stock issuable (i) upon conversion as reported, at the option of the relevant Additional Debentures as a group or together with the Common Stock issuable upon conversion of the then previously issued Debentures (assuming for such computation a conversion price computed based on a Market Price equal to 50% of the Market Price on the relevant Additional Closing Date) and (ii) upon exercise of the WarrantsBuyer, will not result in the issuance of shares in excess of the Cap Regulations by Bloomberg, LP or the Company shall have obtained the consent National Association of its shareholders, as contemplated by the Cap Regulations, to such issuanceSecurities Dealers. (vii) In addition to the delivery of Principal Voter Proxies contemplated by Section 4(d)(iii) hereof, if, as of the relevant Additional Closing Date, there are any additional Principal Voters, the Company shall have obtained the Principal Voter Proxy of each such additional Principal Voter and shall deliver each such additional Principal Voter Proxy to the Buyer or the Buyer's designee, together with an opinion of the Company's counsel that each such additional Principal Voter Proxy is binding and irrevocable and is enforceable or exercisable by the Buyer or the Buyer's designee, no later than the relevant Additional Closing Date. Compliance with the provisions of Section 4(d)(iii) and the foregoing provisions of this subsection (vii) shall be a condition to the Buyer's obligation to purchase Additional Debentures on the relevant Additional Closing Date.

Future Purchases. (i) The Buyer hereby unconditionally Pursuant to Section 4.g. of that certain Securities Purchase Agreement, dated as of March 3, 2000, by and irrevocably agrees to purchase from the Company, and between the Company hereby unconditionally and irrevocably agrees to issue to the Buyer, additional Debentures Buyer (collectively, the "Additional Debentures") in the principal amount of the relevant Additional Tranche identified in subparagraph (h)(ii) below multiplied by a fraction, of which the numerator is the principal amount of the Initial Debentures and the denominator is $1,000,000. The Additional Debentures shall be issued and acquired in two tranches (each, an "Additional TrancheMarch Purchase Agreement"), on Buyer agreed to purchase Additional Common Stock (as defined in Section 4.g. of the terms and subject March Purchase Agreement) for an aggregate purchase price of up to the conditions hereinafter provided$10,000,000. (ii) The first Additional Within three (3) business days after the Effective Date of a Registration Statement covering both (A) the Registrable Securities applicable to both the Tranche I Preferred (and Warrants issued in connection therewith) and the Tranche II Preferred (and the Warrants issuable in connection therewith) and (B) the Registrable Securities applicable to the preferred stock and warrants purchased pursuant to the March Purchase Agreement, the Company shall give a notice (the "First Additional TrancheTranche II Notice") to the Buyer, with a copy to the Escrow Agent, stating that said Registration Statement has been declared effective. The date of the Tranche II (the "Tranch II Closing Date") shall be for Additional Debentures in five (5) business days after the principal amount date of $500,000 and the second Additional Tranche (II Notice. If the "Second Additional Tranche") Tranch II Notice is not delivered to Buyer within 180 days after the date of this Agreement, the Buyer's obligation to purchase the Tranche II Preferred shall be for Additional Debentures in the principal amount of $300,000terminate. (iii) The closing for Except as specifically provided in this Section 4(g), the First Additional purchase and sale of Tranche II Preferred shall occur on be conducted as if it were the date transactions referred to in the Transaction Agreements (other than this Section 4(g)). By way of illustration, and not in limitation, of the "First Additional Closing Date") which is thirty (30) days after the Effective Dateforegoing, unless otherwise agreed to by each of the Company and the Buyer. The closing for Buyer shall be deemed to have made all of the Second Additional representations, warranties and covenants set forth in the Transaction Agreements as of the Tranche shall occur on the date (the "Second Additional Closing Date") which is thirty (30) days after the First Additional II Closing Date, unless otherwise agreed to by all of the Company closing conditions set forth in Sections 8 and 9 shall be satisfied and the Buyer. The closing terms of each Additional Tranche shall be conducted upon the same terms and conditions as those applicable Registration Rights Agreement will apply to the Initial Debentures. Each of the First Additional Closing Date Tranche II Preferred and the Second Additional Closing Date is referred to as an "Additional Closing Daterelated Warrants." (iv) If, for any reason, a Buyer does not purchase the Additional Debentures allocable to such Buyer on the Additional Closing Date, the other Buyer shall have the option to purchase the Additional Debentures not then being purchased by such Buyer. The Buyer not purchasing the Additional Debentures shall not have the right to purchase any other Additional Debentures. (v) It shall be a condition to the Buyer's obligation to purchase the Additional Debentures Tranche II Preferred that, as of both the Additional Closing Date, (A) Tranche II Notice Date and the Market Price of the Common Stock, as adjusted to reflect any stock splits, reverse stock splits or stock dividends effected or declared after the Initial Closing Date, be Four Dollars and no Cents ($4.00) or more and (B) the average daily trading volume for the thirty (30) consecutive trading days ending the day before the Additional Closing Date be twenty-two thousand five hundred (22,500) or more shares. (vi) On the relevant Additional Tranche II Closing Date, (A) the Registration Statement required to be filed under the Registration Rights Agreement for all of the Registrable Securities referred to in subsection (ii) above shall have been declared effective and shall continue to be effective (and the Company's issuance of the Tranche II Preferred shall cover at least all Registrable Securities for Debentures issued prior to or on constitute the Company's confirmation thereof as of such Additional Closing Datedate), (B) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the relevant Additional Debentures Tranche II Preferred shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no material adverse changes (financial or otherwise) in the business, operations business or conditions (financial or otherwise) or results of operations of the Company and its subsidiaries taken as a whole from the Initial initial Closing Date through and including the relevant Additional Tranche II Closing Date (and the Company's issuance of the relevant Additional Debentures Tranche II Preferred Stock shall constitute the Company's making such representation and warranty as of such date), ) and at all times (C) either the aggregate of the Common Stock issuable (i) upon conversion of the relevant Additional Debentures as a group or together with the Common Stock issuable upon conversion of the then previously issued Debentures (assuming for such computation a conversion price computed based on a Market Price equal to 50% of the Market Price on the relevant Additional Closing Date) and (ii) upon exercise of the Warrants, will not result in the issuance of shares in excess of the Cap Regulations or the Company shall have obtained cause its legal counsel to issued an opinion letter substantially in the consent form of its shareholders, as Annex III hereto. (v) Except to the extent specifically contemplated by the Cap Regulationsprovisions of this Section 4(g), the closing of each Additional Tranche shall be conducted upon the same terms and conditions as those applicable to such issuancethe closing held on the initial Closing Date. (vi) The Buyer's obligation to purchase Tranche II Preferred pursuant to this Section 4(g) shall be subject to the provisions of Section 2.i. (vii) In addition to the delivery As of Principal Voter Proxies contemplated by Section 4(d)(iii) hereof, if, as of the relevant each Additional Closing Date, there are any additional Principal Votersthe Common Stock shall be listed and traded on a national exchange, the Company shall have obtained the Principal Voter Proxy of each such additional Principal Voter and shall deliver each such additional Principal Voter Proxy to the Buyer "NASDAQ - Small Cap" or the Buyer's designee, together with an opinion of the Company's counsel that each such additional Principal Voter Proxy is binding and irrevocable and is enforceable or exercisable by the Buyer or the Buyer's designee, no later than the relevant Additional Closing Date. Compliance with the provisions of Section 4(d)(iii) and the foregoing provisions of this subsection (vii) shall be a condition to the Buyer's obligation to purchase Additional Debentures on the relevant Additional Closing Date"OTC - Bulletin Board."

Future Purchases. (i) The Buyer hereby unconditionally and irrevocably agrees has the option to purchase from the Company, and Company during the Company hereby unconditionally and irrevocably agrees nine (9) months after the Initial Closing Date up to issue to the Buyer, additional $750,000 of Debentures (collectively, the "Additional Debentures") in the principal amount three Additional Tranches of the relevant Additional Tranche identified in subparagraph (h)(ii) below multiplied by a fraction, of which the numerator is the principal amount of the Initial Debentures and the denominator is $1,000,000. The Additional Debentures shall be issued and acquired in two tranches (each, an "Additional Tranche"), 250,000 each on the terms and subject to the terms and conditions hereinafter providedprovided in this Section 4(i). (ii) The first Additional Tranche date of the closing (the "First Additional TrancheClosing Date" or a "Closing Date") for the Additional Tranches, shall be for Additional Debentures in not later than the principal amount of $500,000 and fifth (5) Trading Day after the second Additional Tranche (the "Second Additional Tranche") shall be for Additional Debentures in the principal amount of $300,000Buyer's Exercise Notice. (iii) The closing for Except as specifically provided in this Section 4(j), the First purchase and sale of Additional Tranche shall occur Debentures effected on the date (the "First Additional Closing Date") which is thirty Dates shall be conducted as if it were the transactions referred to in the Transaction Agreements (30) days after other than this Section 4(j)). By way of illustration, and not in limitation, of the Effective Dateforegoing, unless otherwise agreed to by each of the Company and the BuyerBuyer shall be deemed to have made all of the representation, warranties and covenants set forth in the Transaction Agreements as of the Additional Closing Dates, and the terms of the Registration Rights Agreement will apply to the Additional Debentures and the related Warrants. The closing for Specifically, the Second Company acknowledges its obligation to register the Registrable Securities applicable to the Additional Tranche shall occur independent of any other effective registration applicable to Registrable Securities relating to prior Debentures and related Warrants purchased on the date (the "Second Additional any prior Closing Date". (iv) which is thirty Each Additional Debenture shall be in the form annexed hereto as ANNEX 1. (30v) days after Except to the First Additional Closing Date, unless otherwise agreed to extent specifically contemplated by the Company and provisions of this Section 4(i), the Buyer. The closing of each the Additional Tranche shall be conducted upon the same terms and conditions as those applicable to the closing held on the Initial Debentures. Each of the First Additional Closing Date and the Second Additional Closing Date is referred to as an "Additional Closing Date." (ivvi) If, for In the event the Company obtains a finance commitment in an amount exceeding $1,500,000 from a bona fide unaffiliated financing source at any reason, a time prior to the Buyer does not exercising the option to purchase all of the Additional Debentures allocable as set forth in this Paragraph i(i), and such financing source objects to such Buyer on the Additional Closing Dategranting of any unexercised portion of the option, the other Buyer shall have than the option of the Buyer to purchase the Additional Debentures not then being purchased by such Buyer. The is canceled without the Company incurring any further liability towards the Buyer not purchasing the Additional Debentures shall not have the right to purchase any other Additional Debentures. (v) It shall be a condition to the Buyer's obligation to purchase the Additional Debentures that, as of the Additional Closing Date, (A) the Market Price of the Common Stock, as adjusted to reflect any stock splits, reverse stock splits or stock dividends effected or declared after the Initial Closing Date, be Four Dollars and no Cents ($4.00) or more and (B) the average daily trading volume for the thirty (30) consecutive trading days ending the day before the Additional Closing Date be twenty-two thousand five hundred (22,500) or more shares. (vi) On the relevant Additional Closing Date, (A) the Registration Statement required to be filed under the Registration Rights Agreement shall continue to be effective and shall cover at least all Registrable Securities for Debentures issued prior to or on such Additional Closing Date, (B) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the relevant Additional Debentures shall constitute the Company's making each such representation and warranty as closing of such date) and there shall have been no material adverse changes (financial or otherwise) in the business, operations or conditions (financial or otherwise) or results of operations of the Company and its subsidiaries taken as a whole from the Initial Closing Date through and including the relevant Additional Closing Date (and the Company's issuance of the relevant Additional Debentures shall constitute the Company's making such representation and warranty as of such date), and at all times (C) either the aggregate of the Common Stock issuable (i) upon conversion of the relevant Additional Debentures as a group or together with the Common Stock issuable upon conversion of the then previously issued Debentures (assuming for such computation a conversion price computed based on a Market Price equal to 50% of the Market Price on the relevant Additional Closing Date) and (ii) upon exercise of the Warrants, will not result in the issuance of shares in excess of the Cap Regulations or the Company shall have obtained the consent of its shareholders, as contemplated by the Cap Regulations, to such issuancefinancing. (vii) In addition to the delivery of Principal Voter Proxies contemplated by Section 4(d)(iii) hereof, if, as of the relevant Additional Closing Date, there are any additional Principal Voters, the Company shall have obtained the Principal Voter Proxy of each such additional Principal Voter and shall deliver each such additional Principal Voter Proxy to the Buyer or the Buyer's designee, together with an opinion of the Company's counsel that each such additional Principal Voter Proxy is binding and irrevocable and is enforceable or exercisable by the Buyer or the Buyer's designee, no later than the relevant Additional Closing Date. Compliance with the provisions of Section 4(d)(iii) and the foregoing provisions of this subsection (vii) shall be a condition to the Buyer's obligation to purchase Additional Debentures on the relevant Additional Closing Date.

Future Purchases. (i) The Buyer hereby unconditionally and irrevocably agrees to purchase from After the CompanyEffective Date, and the Company hereby unconditionally and irrevocably agrees to issue may give notice (the "Additional Closing Date Notice") to the Buyer, additional Debentures (collectivelywith a copy to the Escrow Agent, specifying the "Additional Debentures") in the principal amount date of the relevant Additional Tranche identified in subparagraph (h)(ii) below multiplied by a fraction, of which closing for the numerator is the principal amount purchase of the Initial Debentures and the denominator is $1,000,000Additional Preferred Stock. The Additional Debentures shall be issued and acquired in two tranches (each, an "Additional Tranche"), on the terms and subject to the conditions hereinafter provided. (ii) The first Additional Tranche date for such closing (the "First Additional Tranche") shall be for Additional Debentures in the principal amount of $500,000 and the second Additional Tranche (the "Second Additional Tranche") shall be for Additional Debentures in the principal amount of $300,000. (iii) The closing for the First Additional Tranche shall occur on the date (the "First Additional Closing Date") shall be a business day which is thirty (30x) at least twenty-one (21) days after the Effective Date, unless otherwise agreed to by the Company Date and the Buyer. The closing for the Second Additional Tranche shall occur on the date (the "Second Additional Closing Date"y) which is thirty at least ten (3010) business days after the First Additional Closing Date, unless otherwise agreed to by the Company and the Buyer. The closing of each Additional Tranche shall be conducted upon the same terms and conditions as those applicable to the Initial Debentures. Each of the First Additional Closing Date and Notice is received by the Second Additional Closing Date is referred to as an "Additional Closing Date." (iv) If, for any reason, a Buyer does not purchase the Additional Debentures allocable to such Buyer on the Additional Closing Date, the other Buyer shall have the option to purchase the Additional Debentures not then being purchased by such Buyer. The Buyer not purchasing the Additional Debentures shall not have the right to purchase any other Additional Debentures. (vii) It shall be a condition to the BuyerCompany's obligation right to purchase the issue an Additional Debentures Closing Date Notice that, as of the Additional Closing Date, (A) the Market Price date of the Common Stock, as adjusted to reflect any stock splits, reverse stock splits or stock dividends effected or declared after the Initial Closing Date, be Four Dollars and no Cents ($4.00) or more and (B) the average daily trading volume for the thirty (30) consecutive trading days ending the day before delivery of the Additional Closing Date be twenty-two thousand five hundred (22,500) or more shares. (vi) On the relevant Additional Closing DateNotice, (A) the Registration Statement required for all Registrable Securities, included the Converted Shares attributable to be filed under the Registration Rights Agreement Additional Preferred Stock (the "Additional Converted Shares"), shall have been declared effective and shall continue to be effective and shall cover at least all Registrable Securities for Debentures issued prior to or on such Additional Closing Dateeffective, (B) each of the Transaction Agreements shall continue to be in full force and effect and be applicable, to the extent relevant, to the Additional Preferred Stock and the Additional Converted Shares (and the Company's issuance of the Additional Closing Date Notice shall constitute the Company's making each such representation and warranty as of such date), and (C) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the relevant Additional Debentures shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no material adverse changes (financial or otherwise) in change to the business, operations or conditions (financial or otherwise) condition or results of operations operation of the Company and its subsidiaries taken as a whole from the Initial Closing Date through and including the relevant date the Company gives the Additional Closing Date Notice to the Buyer (and the Company's issuance of the relevant Additional Debentures Closing Date Notice shall constitute the Company's making each such representation and warranty as of such date), and at all times (C) either the aggregate of the Common Stock issuable (i) upon conversion of the relevant Additional Debentures as a group or together with the Common Stock issuable upon conversion of the then previously issued Debentures (assuming for such computation a conversion price computed based on a Market Price equal to 50% of the Market Price on the relevant Additional Closing Date) and (ii) upon exercise of the Warrants, will not result in the issuance of shares in excess of the Cap Regulations or the Company shall have obtained the consent of its shareholders, as contemplated by the Cap Regulations, to such issuance. (viiiii) In addition The Buyer's obligations to purchase the Additional Preferred Stock shall terminate (w) if the Additional Closing Date does not occur within forty-five (45) days after the Additional Closing Date Notice is given to the delivery of Principal Voter Proxies contemplated by Section 4(d)(iiiBuyer, (x) hereof, if, as of the relevant Additional Closing Date, there are any additional Principal Voters, the Company shall have obtained the Principal Voter Proxy of each such additional Principal Voter and shall deliver each such additional Principal Voter Proxy to the Buyer or the Buyer's designee, together with an opinion of if the Company's counsel that each such additional Principal Voter Proxy is binding and irrevocable and is enforceable or exercisable by the Buyer or the Buyer's designee, no later than the relevant Additional Closing Date. Compliance with available shares do not satisfy the provisions of Section 4(d)(iii4(h) and hereof at any time, (y) if the foregoing provisions Effective Date has not yet occurred as of this subsection the date which is four (vii4) shall be a condition to months after the Buyer's obligation to purchase Additional Debentures Required Effective Date (as defined in the Registration Rights Agreement), or (z) on the relevant Additional date which is eighteen months after the Initial Closing Date.

Future Purchases. (i) The Buyer hereby unconditionally and irrevocably agrees to purchase from the Company, and the Company hereby unconditionally and irrevocably agrees up to issue to the Buyer, additional $7,500,000 of Debentures (collectively, the "_Additional Debentures"_) in the principal amount of the relevant one or more Additional Tranche identified in subparagraph (h)(ii) below multiplied by a fraction, of which the numerator is the principal amount of the Initial Debentures and the denominator is $1,000,000. The Additional Debentures shall be issued and acquired in two tranches (each, an "Additional Tranche"), Tranches on the terms and subject to the terms and conditions hereinafter provided.provided this Section 4(k). Each Additional Debenture shall be in the form annexed hereto as Annex I. (ii) The first Additional Tranche Commencing sixty (the "First Additional Tranche") shall be for Additional Debentures in the principal amount of $500,000 and the second Additional Tranche (the "Second Additional Tranche") shall be for Additional Debentures in the principal amount of $300,000. (iii) The closing for the First Additional Tranche shall occur on the date (the "First Additional Closing Date") which is thirty (3060) days after the Effective Date, unless otherwise agreed Date covering the Registrable Securities applicable to by the Company and the Buyer. The closing for the Second Additional Tranche shall occur transactions consummated on the date (the "Second Additional Closing Date") which is thirty (30) days after the First Additional preceding Closing Date, unless otherwise agreed to by the Company and may give a notice (a _Tranche Notice_) to the Buyer, with a copy to the Escrow Agent. The closing of each Additional date the Tranche shall be conducted upon the same terms and conditions as those applicable Notice is given to the Initial Debentures. Each of the First Additional Closing Date and the Second Additional Closing Date Buyer is referred to as an "Additional Closing the _Tranche Notice Date." (iv) If, for any reason, a Buyer does not purchase _ The Tranche Notice shall specify the amount of the Additional Debentures allocable to such Buyer on the Additional Closing Date, the other Buyer shall have the option to purchase the Additional Debentures not then being be purchased by such Buyer. The the Buyer (which amount shall be not purchasing the Additional Debentures shall be less than $1,500,000 and not have the right to purchase more than $2,500,000 in any other Additional Debenturesgiven Tranche Notice). (viii) It shall be a condition to the Buyer's obligation Company_s right to purchase the Additional Debentures issue a Tranche Notice that, as of the Additional Closing Date, (A) the Market Price of the Common Stock, as adjusted to reflect any stock splits, reverse stock splits or stock dividends effected or declared after the Initial Closing Date, be Four Dollars Tranche Notice Date and no Cents ($4.00) or more and (B) the average daily trading volume for the thirty (30) consecutive trading days ending the day before the Additional Closing Date be twenty-two thousand five hundred (22,500) or more shares. (vi) On the relevant Additional Closing Date, (A) the Registration Statement or Statements required to be filed under the Registration Rights Agreement for all Registrable Securities relating to Debentures purchased prior to the Additional Closing Date contemplated by the current Tranche Notice shall have been declared effective and shall, unless all of the Registrable Securities covered by such Registration Statement shall have been sold, continue to be effective, (B) the Registration Rights Agreement shall continue to be effective in full force and shall cover at least all Registrable Securities for effect and be applicable to the filing of and effectiveness of the registration of the sale of shares of Common Stock issuable upon conversion of the Additional Debentures issued prior to or on in connection with the closing of the Additional Debentures (and the Company's issuance of the Additional Debentures shall constitute the Company's confirmation thereof as of such Additional Closing Datedate) , and (BC) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the relevant Additional Debentures shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no material adverse changes (financial or otherwise) in the business, operations business or conditions (financial or otherwise) or results of operations of the Company and its subsidiaries taken as a whole from the Initial Closing Date through and including the relevant Additional Closing Date (and the Company's issuance of the relevant Additional Debentures shall constitute the Company's making such representation and warranty as of such date), and at all times (C) either the aggregate of the Common Stock issuable (i) upon conversion of the relevant Additional Debentures as a group or together with the Common Stock issuable upon conversion of the then previously issued Debentures (assuming for such computation a conversion price computed based on a Market Price equal to 50% of the Market Price on the relevant Additional Closing Date) and (ii) upon exercise of the Warrants, will not result in the issuance of shares in excess of the Cap Regulations or the Company shall have obtained the consent of its shareholders, as contemplated by the Cap Regulations, to such issuance. (viiiv) In addition to the delivery of Principal Voter Proxies contemplated by Section 4(d)(iii) hereof, if, as of the relevant Additional Closing Date, there are any additional Principal Voters, the Company shall have obtained the Principal Voter Proxy of each such additional Principal Voter and shall deliver each such additional Principal Voter Proxy to the Buyer or the Buyer's designee, together with an opinion of the Company's counsel that each such additional Principal Voter Proxy is binding and irrevocable and is enforceable or exercisable by the Buyer or the Buyer's designee, no later than the relevant Additional Closing Date. Compliance with the provisions of Section 4(d)(iii) and the foregoing provisions of this subsection (vii) It shall be a condition to the Buyer's obligation Company_s right to purchase Additional Debentures issue a Tranche Notice that, as of the Tranche Notice Date, (A) the Market Price of the Common Stock for the twenty (20) consecutive trading days ending on the day before the Tranche Notice Date, as adjusted to reflect any stock splits, reverse stock splits or stock dividends effected or declared after the Initial Closing Date contemplated by this Agreement, be more than four dollars ($4.00) per share, and (B) the average daily trading volume for the twenty (20) consecutive trading days ending the day before the relevant Tranche Notice Date, as adjusted to reflect any stock splits, reverse stock splits or stock dividends effected or declared after the Initial Closing Date contemplated by this Agreement, be more than thirty thousand (30,000) shares. (v) Each Additional Closing Date shall be on the date which is five (5) business days after the Effective Date of the Registrable Securities applicable to the transactions to be consummated on such Additional Closing Date (an "Additional Tranche Effective Date"). (vi) In addition to, and not in lieu of, any provisions of the Registration Rights Agreement, the Company will give the Buyer and the Escrow Agent written notice by fax transmission or by hand delivery of the filing with the SEC of (x) the Registration Statement covering such Registrable Securities, (y) any amendment thereto and (z) any Effectiveness Request (as defined below). Each such notice referred to in clauses (x) or (y) shall state that such filing was made and shall be given no later than the business day after the relevant filing. The notice referred to in clause (z) (an"Effectiveness Request Notice") shall be accompanied by a copy of the request (or confirmation thereof) submitted to the SEC and shall be given no later than the day on which such Effectiveness Request Notice is given. The giving of an Effectiveness Request Notice shall constitute the Company's notice to the Buyer that the closing of the purchase and sale of the Additional Debenture will take place on the fifth business day after the Effective Date of such Registration Statement; provided, however, that no later than noon (Eastern time) on the business day after the Effective Date of such Registration Statement, the Company shall give written notice by fax transmission or hand delivery to the Buyer and the Escrow Agent of such effectiveness (an "Effectiveness Notice").