Common use of Notice; Call Price Clause in Contracts

Notice; Call Price. The Third Call Option may be exercised only by giving written notice to the H&Q Parties stating the aggregate number of Covered Securities to be purchased by each Buyer pursuant to the Third Call Option (the "Third Call Election Notice"). If the Buyers elect to exercise the Third Call Option with respect to less than all of the Covered Securities that are subject to the Third Call Option, (i) each Buyer will have the right to purchase such Covered Securities on a pro rata basis based on such Buyer' percentage of the Covered Securities purchased in the Initial Purchase and (ii) each H&Q Party will sell such reduced number of Covered Securities on a pro rata basis based on such H&Q Party's percentage of the Covered Securities subject to this Agreement. The purchase price per share of Common Stock will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price for the twenty trading days immediately preceding June 28, 2004 and (B) $4.50 (the "Third Call Common Stock Price"). The purchase price per Warrant will equal the Third Call Common Stock Price per share of Common Stock under the Warrant minus the per share exercise price of the Warrant.

Notice; Call Price. The Third First Call Option may be exercised only by giving written notice to the H&Q Parties stating the aggregate number of Covered Securities to be purchased by each Buyer pursuant to the Third First Call Option (the "Third First Call Election Notice"). If the Buyers elect to exercise the Third First Call Option with respect to less than all of the Covered Securities Common Shares and Warrants that are subject to the Third First Call Option, (i) each Buyer will have the right to purchase such Covered Securities on a pro rata basis based on such Buyer' 's percentage of the Covered Securities purchased in the Initial Purchase and (ii) each H&Q Party will sell such reduced number of Covered Securities on a pro rata basis based on such H&Q Party's percentage of the Covered Securities subject to this Agreement. The purchase price per share of Common Stock will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price for the twenty trading days immediately preceding June 28December 29, 2004 2003 and (B) $4.50 (the "Third First Call Common Stock Price"). The purchase price per Warrant will equal the Third First Call Common Stock Price per share of Common Stock under the Warrant minus the per share exercise price of the Warrant.

Notice; Call Price. The Third Second Call Option may be exercised only by giving written notice to the H&Q Parties stating the aggregate number of Covered Securities to be purchased by each Buyer pursuant to the Third Second Call Option (the "Third Second Call Election Notice"). If the Buyers elect to exercise the Third Second Call Option with respect to less than all of the Covered Securities that are subject to the Third Second Call Option, (i) each Buyer will have the right to purchase such Covered Securities on a pro rata basis based on such Buyer' 's percentage of the Covered Securities purchased in the Initial Purchase and (ii) each H&Q Party will sell such reduced number of Covered Securities on a pro rata basis based on such H&Q Party's percentage of the Covered Securities subject to this Agreement. The purchase price per share of Common Stock will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price for the twenty trading days immediately preceding June 28March 29, 2004 and (B) $4.50 (the "Third Second Call Common Stock Price"). The purchase price per Warrant will equal the Third Second Call Common Stock Price per share of Common Stock under the Warrant minus the per share exercise price of the Warrant.

Notice; Call Price. The Third First Call Option may be exercised only by giving written notice to the H&Q Parties stating the aggregate number of Covered Securities to be purchased by each Buyer pursuant to the Third First Call Option (the "Third First Call Election Notice"). If the Buyers elect to exercise the Third First Call Option with respect to less than all of the Covered Securities Common Shares and Warrants that are subject to the Third First Call Option, (i) each Buyer will have the right to purchase such Covered Securities on a pro rata basis based on such Buyer' 's percentage of the Covered Securities purchased in the Initial Purchase and (ii) each H&Q Party will sell such reduced number of Covered Securities on a pro rata basis based on such H&Q Party's percentage of the Covered Securities subject to this Agreement. The purchase price per share of Common Stock will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price for the twenty trading days immediately preceding June 28December 29, 2004 2003 and (B) $4.50 (the "Third First Call Common Stock Price"). The purchase price per Warrant will equal the Third First Call Common Stock Price per share of Common Stock under the Warrant minus the per share exercise price of the Warrant.. (d)

Notice; Call Price. The Third Second Call Option may be exercised only by giving written notice to the H&Q Parties stating the aggregate number of Covered Securities to be purchased by each Buyer pursuant to the Third Second Call Option (the "Third Second Call Election Notice"). If the Buyers elect to exercise the Third Second Call Option with respect to less than all of the Covered Securities that are subject to the Third Second Call Option, (i) each Buyer will have the right to purchase such Covered Securities on a pro rata basis based on such Buyer' 's percentage of the Covered Securities purchased in the Initial Purchase and (ii) each H&Q Party will sell such reduced number of Covered Securities on a pro rata basis based on such H&Q Party's percentage of the Covered Securities subject to this Agreement. The purchase price per share of Common Stock will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price for the twenty trading days immediately preceding June 28March 29, 2004 and (B) $4.50 (the "Third Second Call Common Stock Price"). The purchase price per Warrant will equal the Third Second Call Common Stock Price per share of Common Stock under the Warrant minus the per share exercise price of the Warrant.. (d)

Notice; Call Price. The Third Second Call Option may be exercised only by giving written notice to the H&Q Parties stating the aggregate number of Covered Securities to be purchased by each Buyer pursuant to the Third Second Call Option (the "Third “Second Call Election Notice"”). If the Buyers elect to exercise the Third Second Call Option with respect to less than all of the Covered Securities that are subject to the Third Second Call Option, (i) each Buyer will have the right to purchase such Covered Securities on a pro rata basis based on such Buyer' ’s percentage of the Covered Securities purchased in the Initial Purchase and (ii) each H&Q Party will sell such reduced number of Covered Securities on a pro rata basis based on such H&Q Party's ’s percentage of the Covered Securities subject to this Agreement. The purchase price per share of Common Stock will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price for the twenty trading days immediately preceding June 28March 29, 2004 and (B) $4.50 (the "Third “Second Call Common Stock Price"”). The purchase price per Warrant will equal the Third Second Call Common Stock Price per share of Common Stock under the Warrant minus the per share exercise price of the Warrant.

Notice; Call Price. The Third Call Option may be exercised only by giving written notice to the H&Q Parties stating the aggregate number of Covered Securities to be purchased by each Buyer pursuant to the Third Call Option (the "“Third Call Election Notice"”). If the Buyers elect to exercise the Third Call Option with respect to less than all of the Covered Securities that are subject to the Third Call Option, (i) each Buyer will have the right to purchase such Covered Securities on a pro rata basis based on such Buyer' ’ percentage of the Covered Securities purchased in the Initial Purchase and (ii) each H&Q Party will sell such reduced number of Covered Securities on a pro rata basis based on such H&Q Party's ’s percentage of the Covered Securities subject to this Agreement. The purchase price per share of Common Stock will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price for the twenty trading days immediately preceding June 28, 2004 and (B) $4.50 (the "“Third Call Common Stock Price"”). The purchase price per Warrant will equal the Third Call Common Stock Price per share of Common Stock under the Warrant minus the per share exercise price of the Warrant.

Notice; Call Price. The Third Call Option may be exercised only by giving written notice to the H&Q Parties stating the aggregate number of Covered Securities to be purchased by each Buyer pursuant to the Third Call Option (the "Third Call Election Notice"). If the Buyers elect to exercise the Third Call Option with respect to less than all of the Covered Securities that are subject to the Third Call Option, (i) each Buyer will have the right to purchase such Covered Securities on a pro rata basis based on such Buyer' percentage of the Covered Securities purchased in the Initial Purchase and (ii) each H&Q Party will sell such reduced number of Covered Securities on a pro rata basis based on such H&Q Party's percentage of the Covered Securities subject to this Agreement. The purchase price per share of Common Stock will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price for the twenty trading days immediately preceding June 28, 2004 and (B) $4.50 (the "Third Call Common Stock Price"). The purchase price per Warrant will equal the Third Call Common Stock Price per share of Common Stock under the Warrant minus the per share exercise price of the Warrant.. (d)

Notice; Call Price. The Third First Call Option may be exercised only by giving written notice to the H&Q Parties stating the aggregate number of Covered Securities to be purchased by each Buyer pursuant to the Third First Call Option (the "Third “First Call Election Notice"”). If the Buyers elect to exercise the Third First Call Option with respect to less than all of the Covered Securities Common Shares and Warrants that are subject to the Third First Call Option, (i) each Buyer will have the right to purchase such Covered Securities on a pro rata basis based on such Buyer' ’s percentage of the Covered Securities purchased in the Initial Purchase and (ii) each H&Q Party will sell such reduced number of Covered Securities on a pro rata basis based on such H&Q Party's ’s percentage of the Covered Securities subject to this Agreement. The purchase price per share of Common Stock will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price for the twenty trading days immediately preceding June 28December 29, 2004 2003 and (B) $4.50 (the "Third “First Call Common Stock Price"”). The purchase price per Warrant will equal the Third First Call Common Stock Price per share of Common Stock under the Warrant minus the per share exercise price of the Warrant.