Common use of Purchase and Sale of Preferred Stock Clause in Contracts

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 per share. The shares of Series A Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A C Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A C Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 7.88 per share. The shares of Series A C Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A D Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Fifth Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - --------- -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A D Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 8.36 per share. The shares of Series A D Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A B Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A B Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 2.12 per share. The shares of Series A B Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - --------- -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 1.00 per share. The shares of Series A Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A F Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Second Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - --------- -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase from the Company at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A F Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 2.50 per share. The shares of --------- Series A F Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A D Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Fifth Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - --------- -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A D Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 6.37 per share. The shares of Series A D Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A C Preferred StockStock . --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Third Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - -------- -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A C Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 1.90 per share. The shares of Series A C Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A B Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Second Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - --------- -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A B Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 2.5852 per shareshare (the "Original Purchase ----------------- Price"). The shares of Series A B Preferred Stock issued to the Purchaser Purchasers ----- pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----The ----- Stock and the Common Stock issuable upon conversion of the Stock shall be collectively referred to herein as the "Securities." ----------

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware Washington on or before the Closing (as defined below) the Amended and Restated Certificate Articles of Incorporation of the Company in the form attached hereto as Exhibit ------- B (the "Restated CertificateArticles"). - ----------------------------- ----------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser severally agrees to purchase at the Closing Closing, and the Company agrees to sell and issue to each Purchaser at the Closing Closing, that number of shares of Series A Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of Two Dollars and Thirty-Three and Eight Hundred and Thirty-One One Thousandths Cents ($0.609 2.33831) per share. The shares of Series A Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A C Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware Washington on or before the Closing (as defined below) the Third Amended and Restated Certificate Articles of Incorporation of the Company in the form attached hereto as Exhibit ------- B (the "Restated CertificateArticles"). - ----------------------------- ----------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser severally agrees to purchase at the Closing Closing, and the Company agrees to sell and issue to each Purchaser at the Closing Closing, that number of shares of Series A C Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of Thirteen Dollars and Seventy One Cents ($0.609 13.71) per share. The shares of Series A C Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A D Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware California on or before the Closing (as defined below) the Amended and Restated Certificate Articles of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated CertificateArticles"). - ----------------------------- ----------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase from the Company at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A D Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 3.34 per share. The shares --------- of Series A D Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A G Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Third Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - --------- -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase from the Company at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A G Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 3.36 per share. The shares --------- of Series A G Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A C Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Second Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - --------- -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A C Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 5.49 per share. The shares of Series A C Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock". The Stock and the Common Stock issuable ----- upon conversion of the Stock shall be hereinafter referred to as the "Securities." ---------------

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A C Preferred StockStock . --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Second Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - --------- -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A C Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 1.90 per share. The shares of Series A C Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A B Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A B Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 0.843 per share. The shares of Series A B Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware Washington on or before the Closing (as defined below) the Second Amended and Restated Certificate Articles of Incorporation of the Company in the form attached hereto as Exhibit ------- B (the "Restated CertificateArticles"). - ----------------------------- ----------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser severally agrees to purchase at the Closing Closing, and the Company agrees to sell and issue to each Purchaser at the Closing Closing, that number of shares of Series A B Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of Three Dollars and Forty-Three and Seventy-Eight One Hundredths Cents ($0.609 3.4378) per share. The shares of Series A B Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A B Preferred Stock. ---------------------------------------------. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Second Amended and Restated Certificate of Incorporation Incorporation, in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - --------------------. (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A B Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 2.8791 per share. The shares of Series A B Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----"