Common use of Purchase and Sale of Notes and Warrants Clause in Contracts

Purchase and Sale of Notes and Warrants. The Borrower hereby agrees to sell to you and, subject to the terms and conditions herein set forth, you agree to purchase from the Borrower, Notes in the initial aggregate principal amount of $12,000,000, at a purchase price of 100% of the principal amount thereof less transaction costs paid or incurred by the Investor in connection with the Transaction. Commencement of the closing of the purchase and delivery of the Notes and Warrants to be purchased by you hereunder shall take place at the offices of Manatt, Xxxxxx & Xxxxxxxx, LLP at 10:00, Los Angeles time on a date which is within 15 calendar days of the satisfaction of the last to occur of the conditions set forth in Section 6 of this Agreement, except for the conditions set forth in Sections 6.4 and 6.11 (or such other time and place as the parties shall agree) (herein called the "Commencement Date") provided that, unless the parties shall otherwise agree, the Commencement Date shall occur on or prior to the later of (i) January 31, 2002, and (ii) four (4) days after the stockholders of Borrower approve the Transactions, as contemplated in Sections 6.8 and 9.8 of this Agreement. The Closing Date shall be the date which, in accordance with the terms of that certain Escrow Agreement (the "Escrow Agreement"), which is incorporated by reference herein in its entirety, dated of even date herewith, among the Borrower, the Investor and the Escrow Agent (the "Escrow Agent"), (i) the Borrower will deliver to you a Note or Notes registered in your name or in the name of your nominee, each such Note to be duly executed and dated the Closing Date, in the aggregate principal amount to be purchased by you as specified above, in such denominations (not less than $500,000 and multiples of $100,000 in excess thereof) as you may specify by timely notice to the Borrower (or, in the absence of such notice, one Note registered in your name in a principal amount equal to the aggregate principal amount of Notes to be purchased by you hereunder), against your delivery to the Borrower of immediately available funds in the amount of the aggregate purchase price of such Note or Notes, and (ii) the Borrower will deliver to you Warrants issued in your name or in the name of your nominee, in such denominations (of not less than 10,000 shares) as you may specify by timely notice (or in the absence of such notice to the Borrower, one Warrant issued in your name exercisable to purchase the aggregate number of shares of Warrant Stock for which all Warrants to be purchased by you hereunder shall be exercisable on 30 days notice), against your delivery to the Borrower of immediately available funds in the amount of the aggregate purchase price of such Warrants (the "Closing Date").

Purchase and Sale of Notes and Warrants. The Borrower hereby agrees to On the Closing Date (as defined below), the Company will issue and sell to you each of the Purchasers, and, subject to and in reliance upon the representations, warranties, terms and conditions herein set forthof this Agreement, you agree to purchase from each of the BorrowerPurchasers, severally and not jointly, will purchase, Notes in the initial aggregate principal amount set forth opposite each Purchaser's name under the heading "Principal Amount of $12,000,000, at Notes" in the Schedule of Purchasers attached as Schedule I and a Warrant for the aggregate purchase price of 100% of the principal amount thereof less transaction costs paid or incurred by the Investor in connection with the Transactionset forth therein. Commencement of the The closing of the purchase and delivery of the Notes and Warrants to be purchased by you hereunder shall take place at the offices office of ManattBalch & Bingham LLP, Xxxxxx & Xxxxxxxx1901 Sixth Avenue North, LLP at 10:00Suite 2600, Los Angeles Birmingham, Xxxbamx, xx Xune 25, 0000 xx 0:00 X.X., xxxxxxx xxxx, xx xx xxxx xxxxx xxxxtion, date and time on a date which is within 15 calendar days of as may be mutually agreed upon among the satisfaction of Purchasers and the last to occur of the conditions set forth in Section 6 of this Agreement, except for the conditions set forth in Sections 6.4 and 6.11 Company (or such other time and place as the parties shall agree) (herein closing being called the "Commencement Date") provided that, unless the parties shall otherwise agree, the Commencement Date shall occur on or prior to the later of (i) January 31, 2002, Closing" and (ii) four (4) days after the stockholders of Borrower approve the Transactions, as contemplated in Sections 6.8 such date and 9.8 of this Agreement. The Closing Date shall be the date which, in accordance with the terms of that certain Escrow Agreement (the "Escrow Agreement"), which is incorporated by reference herein in its entirety, dated of even date herewith, among the Borrower, the Investor and the Escrow Agent (the "Escrow Agent"), (i) the Borrower will deliver to you a Note or Notes registered in your name or in the name of your nominee, each such Note to be duly executed and dated the Closing Date, in the aggregate principal amount to be purchased by you as specified above, in such denominations (not less than $500,000 and multiples of $100,000 in excess thereof) as you may specify by timely notice to the Borrower (or, in the absence of such notice, one Note registered in your name in a principal amount equal to the aggregate principal amount of Notes to be purchased by you hereunder), against your delivery to the Borrower of immediately available funds in the amount of the aggregate purchase price of such Note or Notes, and (ii) the Borrower will deliver to you Warrants issued in your name or in the name of your nominee, in such denominations (of not less than 10,000 shares) as you may specify by timely notice (or in the absence of such notice to the Borrower, one Warrant issued in your name exercisable to purchase the aggregate number of shares of Warrant Stock for which all Warrants to be purchased by you hereunder shall be exercisable on 30 days notice), against your delivery to the Borrower of immediately available funds in the amount of the aggregate purchase price of such Warrants (time being called the "Closing Date"). At the Closing, the Company will issue and deliver to each Purchaser one Note, payable to the order of such Purchaser, in the principal amount set forth opposite such Purchaser's name under the heading "Principal Amount of Notes" in the Schedule of Purchasers attached as Schedule I, and one Warrant, registered in the name of such Purchaser, exercisable for shares of Common Stock of the Company as provided therein, against (i) delivery to the Company of a check payable to the order of the Company, in the amount set forth opposite the name of such Purchaser under the heading "Aggregate Purchase Price for Notes and Warrants" on Schedule I, (ii) transference of such sum to the account of the Company by wire transfer, or (iii) delivery or transference of such sum to the Company by any combination of such methods of payment.

Purchase and Sale of Notes and Warrants. The Borrower hereby agrees to sell to you and, subject (a) Subject to the terms and conditions herein set forthhereof, you agree on the Closing Date (i) the Company will issue to purchase the Purchasers, and each Purchaser will, severally and not jointly, acquire from the BorrowerCompany, Notes in the initial aggregate principal amount amounts set forth opposite their names in Schedule 2.01(a) under the heading "Aggregate Principal Amount of $12,000,000Notes" and (ii) the Company shall issue to each Purchaser, at a purchase price and each Purchaser shall acquire from the Company, the Initial Warrants exercisable for the numbers of 100% shares of Fully Diluted Common Stock (after taking into effect the issuance of the principal Initial Warrants) set forth opposite their names in Schedule 2.01(a) under the heading "Initial Warrants." The Notes shall be substantially in the form of Exhibit A attached hereto, and the Initial Warrants shall be substantially in the form of Exhibit B-1 attached hereto, in each case, as appropriately completed in conformity herewith. (b) If on any of the dates set forth on Schedule 2.01(b) under the heading "Adjustment Date" (each such date, an "Adjustment Date") any principal, interest, or any other amount due under the Notes shall not have been irrevocably paid in full, then, on any such date, the Company shall issue to each Purchaser (or, if the Initial Warrants or a portion thereof less transaction costs paid or incurred by the Investor have been transferred in connection accordance with the Transaction. Commencement of the closing of the purchase provisions thereof and delivery of the Notes and Warrants to be purchased by you hereunder shall take place at the offices of Manatt, Xxxxxx & Xxxxxxxx, LLP at 10:00, Los Angeles time on a date which is within 15 calendar days of the satisfaction of the last to occur of the conditions set forth in Section 6 of this Agreement, except to the Holder holding such Initial Warrants), and each Purchaser (or each such Holder) shall acquire from the Company, Adjustment Warrants exercisable for the conditions number of shares of Fully Diluted Common Stock (the "Aggregate Number", as defined in the Form of Warrant attached hereto as Exhibit B-2) which, on such Adjustment Date, would constitute the percentage of all issued and outstanding Fully Diluted Common Stock of the Company (after taking into effect the issuance of such Adjustment Warrants) set forth in Sections 6.4 and 6.11 (or Schedule 2.01(b) opposite such other time and place as Purchaser's name under the parties shall agree) (herein called the heading "Commencement Date") provided that, unless the parties shall otherwise agree, the Commencement Date shall occur on or prior to the later of (i) January 31, 2002, and (ii) four (4) days after the stockholders of Borrower approve the Transactions, as contemplated in Sections 6.8 and 9.8 of this Agreement. The Closing Date shall be the date which, in accordance with the terms of that certain Escrow Agreement (the "Escrow Agreement"), which is incorporated by reference herein in its entirety, dated of even date herewith, among the Borrower, the Investor and the Escrow Agent (the "Escrow Agent"), (i) the Borrower will deliver to you a Note or Notes registered in your name or in the name of your nominee, each such Note to be duly executed and dated the Closing Date, in the aggregate principal amount to be purchased by you as specified above, in such denominations (not less than $500,000 and multiples of $100,000 in excess thereof) as you may specify by timely notice to the Borrower Adjustment Percentage" (or, in the absence case of a Holder other than a Purchaser, the applicable pro rata portion thereof) (each such noticepercentage, one Note registered an "Adjustment Percentage"); provided, however that in your name the event the Notes are redeemed in a principal amount part but not in whole on or before an Adjustment Date, the Adjustment Percentage applicable to Adjustment Warrants issued on or after such partial redemption shall be equal to the aggregate principal amount applicable Adjustment Percentage set forth on Schedule 2.01(b) multiplied by a fraction, the numerator of Notes to be purchased by you hereunder), against your delivery to the Borrower of immediately available funds in the amount of the aggregate purchase price of such Note or Notes, and (ii) the Borrower will deliver to you Warrants issued in your name or in the name of your nominee, in such denominations (of not less than 10,000 shares) as you may specify by timely notice (or in the absence of such notice to the Borrower, one Warrant issued in your name exercisable to purchase the aggregate number of shares of Warrant Stock for which all Warrants to be purchased by you hereunder shall be exercisable on 30 days notice), against your delivery to the Borrower of immediately available funds in the amount of the aggregate purchase price of such Warrants (the "Closing Date").principal balance of

Purchase and Sale of Notes and Warrants. The Borrower hereby agrees to sell to you and, (a) Upon the following terms and subject to the terms conditions contained herein, the Company shall issue and conditions herein set forthsell to the Purchasers, you agree to and the Purchasers shall purchase from the BorrowerCompany, Notes subordinated convertible promissory notes in the initial aggregate principal amount of $12,000,0004,888,000 (the "Purchase Price"), bearing interest at a purchase price the rate of 100% eight percent (8%) per annum, convertible into shares of common stock of the principal amount thereof less transaction costs paid or incurred by Company, par value $.0001 per share (the Investor "Common Stock"), in connection with substantially the Transaction. Commencement form attached hereto as Exhibit B (the "Notes"), and warrants to purchase shares of Common Stock, in substantially the closing form attached hereto as Exhibit C (the "Warrants"). (b) In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchasers and the Purchasers agree to purchase and delivery of the Notes and Warrants to be purchased by you hereunder Warrants. The closing under this Agreement (the "Closing") shall take place at the offices of ManattJenkens & Gilchrist Parker Chapin LLP, Xxxxxx & XxxxxxxxThe Chrysler Building, LLP at 10:00405 Lexington Avexxx, Los Angeles time on a date which is within 15 calendar days of Xxx Yxxx, Xxx Xxxx 10174 upon the satisfaction of the last to occur of the conditions set forth in Section 6 of this Agreement, except for the conditions set forth in Sections 6.4 xx xxxx xx xxx xxxxxxxxxx xxx xxxxx xx Xxxxxxxs 4 and 6.11 (or such other time and place as the parties shall agree) (herein called the "Commencement Date") provided that, unless the parties shall otherwise agree, the Commencement Date shall occur on or prior to the later of (i) January 31, 2002, and (ii) four (4) days after the stockholders of Borrower approve the Transactions, as contemplated in Sections 6.8 and 9.8 of this Agreement. The Closing Date shall be the date which, in accordance with the terms of that certain Escrow Agreement (the "Escrow Agreement"), which is incorporated by reference herein in its entirety, dated of even date herewith, among the Borrower, the Investor and the Escrow Agent (the "Escrow Agent"), (i) the Borrower will deliver to you a Note or Notes registered in your name or in the name of your nominee, each such Note to be duly executed and dated the Closing Date, in the aggregate principal amount to be purchased by you as specified above, in such denominations (not less than $500,000 and multiples of $100,000 in excess thereof) as you may specify by timely notice to the Borrower (or, in the absence of such notice, one Note registered in your name in a principal amount equal to the aggregate principal amount of Notes to be purchased by you hereunder), against your delivery to the Borrower of immediately available funds in the amount of the aggregate purchase price of such Note or Notes, and (ii) the Borrower will deliver to you Warrants issued in your name or in the name of your nominee, in such denominations (of not less than 10,000 shares) as you may specify by timely notice (or in the absence of such notice to the Borrower, one Warrant issued in your name exercisable to purchase the aggregate number of shares of Warrant Stock for which all Warrants to be purchased by you hereunder shall be exercisable on 30 days notice), against your delivery to the Borrower of immediately available funds in the amount of the aggregate purchase price of such Warrants 5 hereof (the "Closing Date"). (c) At the Closing, the Company shall issue to the Purchasers Warrants to purchase an aggregate of 814,668 shares of Common Stock. The Warrants shall be exercisable for five (5) years from the date of issuance and shall have an exercise price equal to the Warrant Price (as defined in the Warrants). (d) The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of its Common Stock equal to at least 120% of the aggregate number of shares of Common Stock to effect the conversion of the Notes and any interest accrued and outstanding thereon and exercise of the Warrants. Any shares of Common Stock issuable upon conversion of the Notes and any interest accrued and outstanding thereon and exercise of the Warrants (and such shares when issued) are herein referred to as the "Conversion Shares" and the "Warrant Shares," respectively. The Notes, the Warrants, the Conversion Shares and the Warrant Shares are sometimes collectively referred to herein as the "Securities". (e) The Company shall register with the Securities and Exchange Commission (the "Commission") shares of its Common Stock equal to at least 120% of the aggregate number of shares of Common Stock to effect the conversion of the Notes and any interest accrued and outstanding thereon and exercise of the Warrants pursuant to the Registration Rights Agreement in substantially the form attached hereto as Exhibit D (the "Registration Rights Agreement").

Purchase and Sale of Notes and Warrants. The Borrower hereby agrees to (a) Upon the following terms and conditions, the Company shall issue and sell to you andthe Purchasers, subject to and the terms and conditions herein set forth, you agree to Purchasers shall purchase from the Borrower, Notes in the initial aggregate principal amount of $12,000,000, at a purchase price of 100% of the principal amount thereof less transaction costs paid or incurred by the Investor in connection with the Transaction. Commencement of the closing of the purchase and delivery of the Notes and Warrants to be purchased by you hereunder shall take place at the offices of Manatt, Xxxxxx & Xxxxxxxx, LLP at 10:00, Los Angeles time on a date which is within 15 calendar days of the satisfaction of the last to occur of the conditions set forth in Section 6 of this Agreement, except for the conditions set forth in Sections 6.4 and 6.11 (or such other time and place as the parties shall agree) (herein called the "Commencement Date") provided that, unless the parties shall otherwise agree, the Commencement Date shall occur on or prior to the later of (i) January 31, 2002, and (ii) four (4) days after the stockholders of Borrower approve the Transactions, as contemplated in Sections 6.8 and 9.8 of this Agreement. The Closing Date shall be the date which, in accordance with the terms of that certain Escrow Agreement (the "Escrow Agreement"), which is incorporated by reference herein in its entirety, dated of even date herewith, among the Borrower, the Investor and the Escrow Agent (the "Escrow Agent")Company, (i) the Borrower will deliver to you a Note or Notes registered in your name or in the name of your nominee, each such Note to be duly executed and dated the Closing Date, 10% senior secured convertible promissory notes in the aggregate principal amount of up to $5,750,000, convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be purchased by you made hereunder. All share numbers and per share, exercise and conversion prices set forth in this Agreement and the Transaction Documents assume the effectuation, prior to the date hereof, of the reverse split of the Company as specified abovedisclosed in the Company’s Information Statement filed with the Commission on February 28, 2007; to the extent such reverse split was not effected prior to the date hereof, appropriate and proportional adjustment shall be made to all share numbers and per share, exercise and conversion prices set forth herein and in the other Transaction Documents. (b) Upon the following terms and conditions, the Purchasers shall be issued (i) Warrants, in such denominations substantially the form attached hereto as Exhibit C (not less than $500,000 and multiples the “Long Term Warrants”), to purchase a number of $100,000 in excess thereofshares of Common Stock equal to one hundred percent (100%) as you may specify by timely notice to of the Borrower (or, in the absence number of Conversion Shares issuable upon conversion of such notice, one Purchaser’s Note registered in your name in a principal amount at an exercise price per share equal to the aggregate principal amount of Notes to be purchased by you hereunder), against your delivery to the Borrower of immediately available funds Warrant Price (as defined in the amount Long Term Warrants) for a term of five (5) years following the aggregate purchase price of such Note or Notes, Closing Date and (ii) the Borrower will deliver to you Warrants issued in your name or in the name of your nomineeWarrants, in such denominations substantially the form attached hereto as Exhibit D (of not less than 10,000 shares) as you may specify by timely notice (or in the absence of such notice to “Short Term Warrants” and, together with the BorrowerLong Term Warrants, one Warrant issued in your name exercisable the “Warrants”), to purchase the aggregate a number of shares of Warrant Common Stock for which all Warrants equal to be purchased by you hereunder shall be exercisable on 30 days notice), against your delivery one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of such Purchaser’s Note at an exercise price per share equal to the Borrower of immediately available funds Warrant Price (as defined in the amount Short Term Warrants) for a term that expires on the later of (a) one (1) year following the Closing Date and (b) the date that is the 90th continuous day of effectiveness of the aggregate purchase price Registration Statement permitting the resale of all of the Warrant Shares pursuant to the Registration Statement. The number of shares of Common Stock issuable upon exercise of the Warrants issuable to each Purchaser is set forth opposite such Warrants (the "Closing Date")Purchaser’s name on Exhibit A attached hereto.

Purchase and Sale of Notes and Warrants. The Borrower hereby agrees to Closing of Notes and Warrants ----------------------------- Upon the satisfaction (or waiver) of the conditions set forth in Sections 5 and 6 of this Agreement, the Company shall issue and sell to you andeach Purchaser, subject to the terms and conditions herein set forth, you agree each Purchaser severally and not jointly agrees to purchase from the BorrowerCompany, Notes in the initial aggregate respective principal amount of Notes, together with the related Warrants, equal to the product of (A) the percentage set forth opposite such Purchaser's name on the Schedule of Purchasers attached hereto as Exhibit A multiplied by --------- (B) the Aggregate Principal Amount (the "Closing"). The Company shall issue to each Purchaser $12,000,000, at a purchase price of 100% of the 1,000 principal amount thereof less transaction costs paid (or incurred such other amount as specified by the Investor in connection with the Transaction. Commencement of the closing of the purchase and delivery any such Purchaser) of the Notes and Warrants to purchase Warrant Shares for ------ each $1,000 tendered by such Purchaser (subject to adjustment for stock splits, stock dividends and similar transactions). The conversion price for the Notes and the exercise price (the "Conversion/Exercise Price") for the Warrants shall be purchased by you hereunder shall take place at the offices of Manatt, Xxxxxx & Xxxxxxxx, LLP at 10:00, Los Angeles time on a date which is within 15 calendar days 105.19% of the satisfaction Closing Price determined in the manner set forth in Section 1(a)(3) below. The date and time of the last Closing (the "Closing Date") shall be 12:00 p.m., California time, on August 14, 2002 (or such other date as the parties may specify), subject to occur the satisfaction (or waiver) of the conditions set forth in Section Sections 5 and 6 of this Agreement, except for the conditions set forth in Sections 6.4 and 6.11 (or such other time and place as the parties shall agree) (herein called the "Commencement Date") provided that, unless the parties shall otherwise agree, the Commencement Date shall occur on or prior to the later of (i) January 31, 2002, and (ii) four (4) days after the stockholders of Borrower approve the Transactions, as contemplated in Sections 6.8 and 9.8 of this Agreement. The Closing shall occur on the Closing Date at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000. For the purposes of this Agreement, the "Closing Price" shall be the date which, in accordance with the terms lesser of that certain Escrow Agreement (the "Escrow Agreement"), which is incorporated by reference herein in its entirety, dated of even date herewith, among the Borrower, the Investor and the Escrow Agent (the "Escrow Agent"), (i) the Borrower will deliver to you a Note or Notes registered in your name or in the name of your nominee, each such Note to be duly executed and dated the Closing Date, in the aggregate principal amount to be purchased by you as specified above, in such denominations (not less than $500,000 and multiples of $100,000 in excess thereof) as you may specify by timely notice to the Borrower (or, in the absence of such notice, one Note registered in your name in a principal amount equal to the aggregate principal amount of Notes to be purchased by you hereunder), against your delivery to the Borrower of immediately available funds in the amount closing bid price of the aggregate purchase price of such Note Company's Common Stock as quoted on Bloomberg Financial Markets for the one (1) Trading Day immediately preceding the date hereof or Notes, and (ii) the Borrower will deliver to you Warrants issued in your name or in the name of your nominee, in such denominations (of not less than 10,000 shares) as you may specify by timely notice (or in the absence of such notice to the Borrower, one Warrant issued in your name exercisable to purchase the aggregate number of shares of Warrant Stock for which all Warrants to be purchased by you hereunder shall be exercisable on 30 days notice), against your delivery to the Borrower of immediately available funds in the amount average of the aggregate purchase closing bid price of such Warrants the Company's Common Stock as quoted on Bloomberg Financial Markets for each of the five (5) consecutive Trading Days immediately preceding the date hereof. A "Closing Date").