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

Purchase and Sale of Preferred Stock. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, shares of Series A Preferred Stock (each a “Preferred Share” and collectively the “Preferred Shares”) at a price per share of $10,000.00 (the “Per Share Purchase Price”) for an aggregate purchase price of up to Ten Million Dollars ($10,000,000) (the “Purchase Price”). Each Purchaser shall pay the portion of the Purchase Price set forth opposite its name on Exhibit A, as the same may be amended or supplemented from time to time. The designation, rights, preferences and other terms and provisions of the Series A Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series A Preferred Stock attached hereto as Exhibit B (the “Certificate of Designation”). 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 made hereunder.

Purchase and Sale of Preferred Stock. (a) Upon the following terms and conditions, the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to 9,800,000 shares of the Company's Series A Convertible Preferred Stock Stock, $1.00 par value per share (each a “Preferred Share” and collectively the “"Preferred Shares”) "), at a purchase price of $1.00 per share ("Purchase Price"). The Preferred Shares are convertible into shares of the Company's common stock, $10,000.00 0.01 par value per share (the “Per Share Purchase Price”"Common Stock"). The Purchaser will initially purchase 3,400,000 Preferred Shares (the "First Tranche") for an aggregate purchase price of equal to $3,400,000. The Purchaser agrees to purchase on any date (or dates) prior to February 6, 2008 up to Ten Million Dollars ($10,000,000) an additional 6,400,000 Preferred Shares in the aggregate on such dates and in such amounts (the “Purchase Price”). Each Purchaser shall pay the portion of the Purchase Price set forth opposite its name on Exhibit A, "Additional Tranches") as the same may be amended or supplemented from time to timeCompany (following the approval of its board of directors (the "Board")) requests upon (10) days prior written notice. The designation, rights, preferences and other terms and provisions of the Series A Preferred Stock Shares are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit B A (the “"Certificate of Designation”"). The Company and the Purchasers Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2Rule 506 of Regulation D ("Regulation D") of as promulgated by the U.S. United States Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (the “"Securities Act”") or Section 4(2), 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 made hereunder.

Purchase and Sale of Preferred Stock. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, shares of Series A B Preferred Stock (each a “Preferred Share” and collectively the “Preferred Shares”) at a price per share of $10,000.00 (the “Per Share Purchase Price”) for an aggregate purchase price of up to Ten Million Dollars ($10,000,000) (the “Purchase Price”). Each Purchaser shall pay the portion of the Purchase Price set forth opposite its name on Exhibit A, A hereto as the same may be amended or supplemented from time to time. The designation, rights, preferences and other terms and provisions of the Series A B Convertible Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series A B Convertible Preferred Stock attached hereto as Exhibit B (the “Certificate of Designation”). 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 made hereunder.

Purchase and Sale of Preferred Stock. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, Purchasers and each of the Purchasers shall purchase from the Company, the number of shares of the Company’s Series A Convertible Preferred Stock Stock, par value $.01 per share (each a “Preferred Share” and collectively the “Preferred Shares”) ), at a purchase price per share of $10,000.00 30,000 per share, set forth opposite such Purchaser’s name on Exhibit A hereto. Upon the following terms and conditions, each of the Purchasers shall be issued Warrants, in substantially the form attached hereto as Exhibit B (the “Per Share Purchase PriceWarrants”), to purchase the number of shares of the Company’s Common Stock, par value $.01 per share (the “Common Stock”) for an set forth opposite such Purchaser’s name on Exhibit A hereto. The aggregate purchase price of up to Ten Million Dollars (for the Preferred Shares and the Warrants shall be $10,000,000) (the “Purchase Price”). Each Purchaser shall pay the portion of the Purchase Price set forth opposite its name on Exhibit A, as the same may be amended or supplemented from time to time1,710,000. The designation, rights, preferences and other terms and provisions of the Series A Convertible Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit B C (the “Certificate of Designation”). 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) Rule 506 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”)) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, and/or upon such other exemption from as amended (the registration requirements “Securities Act”) or Section 4(2) of the Securities Act as may be available with respect to any or all of the investments to be made hereunderAct.

Purchase and Sale of Preferred Stock. (a) Upon the following terms and conditions, the Company shall issue and sell to the PurchasersPurchaser, and the Purchasers Purchaser shall purchase from the Company, up to 5,000,000 shares of the Company’s Series A Convertible Preferred Stock Stock, $1.00 par value per share (each a “Preferred Share” and collectively the “Preferred Shares”) ), at a price of $1.00 per share. The Preferred Shares are convertible into shares of the Company’s common stock, $0.01 par value per share of $10,000.00 (the “Per Share Purchase PriceCommon Stock”). The Purchaser will initially purchase 3,000,000 Preferred Shares (the “First Tranche”) for an aggregate purchase price of up equal to Ten Million Dollars $3,000,000 ($10,000,000) (the “Purchase Price”). Each The Purchaser shall pay agrees to purchase on any date (or dates) prior to August 21, 2008 up to an additional 2,000,000 Preferred Shares in the portion of aggregate on such dates and in such amounts (the Purchase Price set forth opposite its name on Exhibit A, “Additional Tranches”) as the same may be amended or supplemented from time to timeCompany (following the unanimous approval of its board of directors (the “Board”)) requests upon sixty (60) days prior written notice. The designation, rights, preferences and other terms and provisions of the Series A Preferred Stock Shares are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit B A (the “Certificate of Designation”). The Company and the Purchasers Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) Rule 506 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”)) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, and/or upon such other exemption from as amended (the registration requirements “Securities Act”) or Section 4(2) of the Securities Act as may be available with respect to any or all of the investments to be made hereunderAct.

Purchase and Sale of Preferred Stock. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, Purchasers and each of the Purchasers shall purchase from the Company, the number of shares of the Company's Series A Convertible Preferred Stock (each a “Preferred Share” Stock, par value $0.001 per share and collectively the “Preferred Shares”) at a price per share of $10,000.00 (the “Per Share Purchase Price”) for an aggregate purchase price of up to Ten Million Dollars ($10,000,000) 1.00 per share (the “Purchase Price”"PREFERRED SHARES"). Each Purchaser shall pay the portion , convertible into shares of the Purchase Price Company's common stock, par value $0.001 per share (the "COMMON STOCK"), in the amounts set forth opposite its such Purchaser's name on Exhibit A, as the same may be amended or supplemented from time to timeEXHIBIT A hereto. The designation, rights, preferences and other terms and provisions of the Series A Convertible Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit EXHIBIT B (the “Certificate of Designation”"CERTIFICATE OF DESIGNATION"). 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(2Rule 506 of Regulation D ("REGULATION D") of as promulgated by the U.S. United States Securities and Exchange Commission (the "COMMISSION") under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements "SECURITIES ACT") or Section 4(2) of the Securities Act as may be available with respect to any or all of the investments to be made hereunderAct.