Common use of Purchase and Sale of Securities; the Closing Clause in Contracts

Purchase and Sale of Securities; the Closing. The Company shall sell to the Purchasers and, subject to the terms and conditions hereof, the Purchasers shall purchase from the Company (a) Notes in an aggregate principal amount of $3,000,000 and (b) Warrants to purchase an aggregate of 475,000 Stock Units, at a combined purchase price equal to 100% of the aggregate principal amount of the Notes. The Purchasers and the Company agree and acknowledge that the value of the Warrants is equal to $0.74 per Stock Unit covered thereby on the Closing Date. The Purchasers and the Company agree and acknowledge that for purposes of determining whether there is any original issue discount on the Notes, the proper rate of discount for determining the Notes' value is 11.5% and the Purchasers and each subsequent Holder and the Company agree to report payments of interest on the Notes consistent with this determination of value. The closing (the "Closing") of such purchase of the Securities shall be held at 7:00 a.m., Los Angeles time, on May 6, 1997 (the "Closing Date"), at the office of Milbank, Tweed, Xxxxxx & XxXxxx, Los Angeles, or at such other time or place as the parties hereto may mutually agree; provided, however, that if the Closing Date shall not have occurred within ten (10) Business Days after the date hereof, the Purchasers' obligation to purchase and pay for the Notes hereunder shall be terminated and the Purchasers shall have no liability or further obligations hereunder. On the Closing Date, the Company shall deliver to each Purchaser one or more certificates representing the Notes and Warrants, registered in such Purchaser's name or in the name of such Purchaser's nominee in any denominations, all as such Purchaser may specify by notice delivered to the Company at least two days prior to the Closing Date (or, in the absence of such notice, one certificate representing the Notes and one certificate representing the Warrants, registered in such Purchaser's name), duly executed and dated the Closing Date, against each Purchaser's delivery to the Company of immediately available funds in the amount of the purchase price.

Purchase and Sale of Securities; the Closing. The -------------------------------------------- Company shall sell to the Purchasers and, subject to the terms and conditions hereof, the Purchasers shall purchase from the Company (a) Notes in an aggregate principal amount of $3,000,000 and (b) Warrants to purchase an aggregate of 475,000 Stock Units, at a combined purchase price equal to 100% of the aggregate principal amount of the Notes. The Purchasers and the Company agree and acknowledge that the value of the Warrants is equal to $0.74 per Stock Unit covered thereby on the Closing Date. The Purchasers and the Company agree and acknowledge that for purposes of determining whether there is any original issue discount on the Notes, the proper rate of discount for determining the Notes' value is 11.5% and the Purchasers and each subsequent Holder and the Company agree to report payments of interest on the Notes consistent with this determination of value. The closing (the "Closing") of such purchase of the Securities shall ------- be held at 7:00 a.m., Los Angeles time, on May 6, 1997 (the "Closing Date"), ------------ at the office of Milbank, Tweed, Xxxxxx & XxXxxx, Los Angeles, or at such other time or place as the parties hereto may mutually agree; provided, however, that if the Closing Date shall not have occurred within ten (10) Business Days after the date hereof, the Purchasers' obligation to purchase and pay for the Notes hereunder shall be terminated and the Purchasers shall have no liability or further obligations hereunder. On the Closing Date, the Company shall deliver to each Purchaser one or more certificates representing the Notes and Warrants, registered in such Purchaser's name or in the name of such Purchaser's nominee in any denominations, all as such Purchaser may specify by notice delivered to the Company at least two days prior to the Closing Date (or, in the absence of such notice, one certificate representing the Notes and one certificate representing the Warrants, registered in such Purchaser's name), duly executed and dated the Closing Date, against each Purchaser's delivery to the Company of immediately available funds in the amount of the purchase price.

Purchase and Sale of Securities; the Closing. The In reliance upon the representations of the Company shall sell to contained in SECTION 1.2 and the Purchasers andrepresentations of the Purchaser contained in SECTION 1.3, and subject to the terms and conditions hereofdescribed herein, the Purchasers Company shall sell to the Purchaser and the Purchaser shall purchase from the Company Company: (ai) Notes in an aggregate principal amount 6,912,442 shares of $3,000,000 and Series A Preferred (b) Warrants to purchase an aggregate of 475,000 Stock Unitsthe "SHARES"), at a combined purchase price equal per share of $4.34; and (ii) (A) a warrant to 100% purchase 3,456,221 shares of the aggregate principal amount of the Notes. The Purchasers and the Company agree and acknowledge that the value of the Warrants is Common Stock at an exercise price per share equal to $0.74 2.17, and upon other terms as provided in the form attached hereto as EXHIBIT A, and (B) a warrant to purchase 3,456,221 shares of Common Stock at an exercise price per share equal to $2.60, and upon other terms as provided in the form attached hereto as EXHIBIT A (the warrants described in this clause (ii), the "WARRANTS"). (The Shares, the Warrants and the Common Stock Unit covered thereby on underlying the Closing DateShares and the Warrants are referred to herein collectively as the "SECURITIES"). The Purchasers Shares and the Company agree and acknowledge that for purposes Warrants shall be sold to the Purchaser in consideration of determining whether there is any original issue discount on the Notes, payment by the proper rate of discount for determining the Notes' value is 11.5% and the Purchasers and each subsequent Holder and Purchaser to the Company agree to report payments of interest on Thirty Million United States Dollars (US$30,000,000) (the Notes consistent with this determination "PURCHASE PRICE"). The Shares shall be convertible into Common Stock at an initial conversion ratio of valuetwo shares of Common Stock for each Share (as further provided in the Certificate of Designation, Rights and Preferences of the Series A Convertible Preferred Stock in the form attached hereto as EXHIBIT B (the "CERTIFICATE")). The closing (the "ClosingCLOSING") of such the purchase and sale of the Securities shall be held at 7:00 as of 10:00 a.m., Los Angeles timelocal time on February 20, on May 6, 1997 2002 (the "Closing DateCLOSING DATE"), at the office Los Angeles offices of Milbank, Tweed, Xxxxxx & XxXxxxXxxxxx, Los Angelescounsel to the Purchaser, or at such other time or place or on such other date as the parties hereto may mutually agree; provided, however, that if . On the Closing Date shall not have occurred within ten (10) Business Days after the date hereofDate, the Purchasers' obligation Purchaser will deliver to purchase and pay for the Notes hereunder shall be terminated and Company immediately available funds in the Purchasers shall have no liability or further obligations hereunderamount of the Purchase Price by wire transfer to such Company account as is designated by the Company in writing. On the Closing Date, the Company shall will deliver to each the Purchaser one or more executed Warrants, certificates representing the Notes Shares in proper legal form and Warrants, registered in such Purchaser's name or a registration rights agreement with respect to the Common Stock underlying the Shares and the Warrants in the name of such Purchaser's nominee in any denominations, all form attached hereto as such Purchaser may specify by notice delivered to EXHIBIT C (the Company at least two days prior to the Closing Date (or, in the absence of such notice, one certificate representing the Notes and one certificate representing the Warrants, registered in such Purchaser's name"REGISTRATION RIGHTS AGREEMENT"), duly executed and dated the Closing Date, against each Purchaser's delivery to the Company of immediately available funds in the amount of the purchase price.

Purchase and Sale of Securities; the Closing. The -------------------------------------------- Company shall sell to the Purchasers and, subject to the terms and conditions hereof, the Purchasers shall purchase from the Company (a) Notes in an aggregate principal amount of $3,000,000 3,850,000 and (b) Warrants to purchase an aggregate of 475,000 3,850,000 Stock Units, at a combined purchase price equal to 100% of the aggregate principal amount of the Notes. The Purchasers and the Company agree and acknowledge that the value of the Warrants is equal to $0.74 per Stock Unit covered thereby on the Closing Date. The Purchasers and the Company agree and acknowledge that for purposes of determining whether there is any original issue discount on the Notes, the proper rate of discount for determining the Notes' value is 11.5% and the Purchasers and each subsequent Holder and the Company agree to report payments of interest on the Notes consistent with this determination of value. The closing (the "Closing") of such purchase of the Securities shall ------- be held at 7:00 10:00 a.m., Los Angeles time, on May 6April 13, 1997 1998 (the "Closing ------- Date"), at the office of Milbank, Tweed, Xxxxxx & XxXxxx, Los Angeles, or at ---- such other time or place as the parties hereto may mutually agree; provided, however, that if the Closing Date shall not have occurred within ten (10) Business Days after the date hereof, the Purchasers' obligation to purchase and pay for the Notes hereunder shall be terminated and the Purchasers shall have no liability or further obligations hereunder. On the Closing Date, the Company shall deliver to each Purchaser one or more certificates representing the Notes and Warrants, registered in such Purchaser's name or in the name of such Purchaser's nominee in any denominations, all as such Purchaser may specify by notice delivered to the Company at least two days prior to the Closing Date (or, in the absence of such notice, one certificate representing the Notes and one certificate representing the Warrants, registered in such Purchaser's name), duly executed and dated the Closing Date, against each Purchaser's delivery to the Company of immediately available funds in the amount of the purchase price.

Purchase and Sale of Securities; the Closing. The In reliance upon the representations of the Company contained in Section 1.2 and the representations of the Purchasers contained in Section 1.3, and subject to the terms and conditions described herein, the Company shall sell to the Purchasers and, subject to the terms and conditions hereof, the Purchasers shall purchase from the Company Company: (ai) Notes in an aggregate principal amount a minimum of 15,000 up to a maximum of 35,000 shares of Series A Preferred, par value $3,000,000 .01 per share, (the "Shares"); and (bii) warrants (the "Warrants") to purchase up to 1,750,000 shares of Common Stock at an exercise price per share equal to $.50 and upon other terms as provided in the form attached hereto as Exhibit A. (The Shares, the Warrants and the Common Stock underlying the Shares and the Warrants are referred to herein collectively as the "Securities." The Shares and Warrants shall be sold and purchased as a unit (a "Unit") consisting of 100 Shares and Warrants to purchase 5,000 shares of Common Stock). The Securities shall be sold to the Purchasers in consideration of the payment by the Purchasers to the Company of $10,000 per Unit (the "Purchase Price") for an aggregate of 475,000 Stock Units, at a combined purchase price equal up to 100% $3,500,000 if all of the aggregate principal amount Units are sold. The Shares shall have the rights and preferences, conversion and voting rights and other terms and conditions as provided in the Certificate of Designation, Rights and Preferences of the Notes. The Purchasers and Series A Preferred Stock in the Company agree and acknowledge that the value of the Warrants is equal to $0.74 per Stock Unit covered thereby on the Closing Date. The Purchasers and the Company agree and acknowledge that for purposes of determining whether there is any original issue discount on the Notes, the proper rate of discount for determining the Notes' value is 11.5% and the Purchasers and each subsequent Holder and the Company agree to report payments of interest on the Notes consistent with this determination of value. The closing form attached hereto as Exhibit B (the "ClosingCertificate") of such ). The purchase and sale of the Securities shall be held take place at 7:00 a.m.a closing or closings (each a "Closing" and collectively the "Closings") on January __, Los Angeles time, on May 6, 1997 2002 (each a "Closing Date" and collectively the "Closing DateDates"), at the office offices of MilbankHoliday RV Superstores, TweedInc. in Ft. Lauderdale, Xxxxxx & XxXxxx, Los AngelesFlorida, or at such other time place or place on such other date or dates on or before January 15, 2002 as each respective Purchaser and the parties hereto Company may mutually agree; provided, however, that if the Closing Date shall not have occurred within ten (10) Business Days after the date hereof, the Purchasers' obligation to purchase and pay for the Notes hereunder shall be terminated and the Purchasers shall have no liability or further obligations hereunder. On or prior to the Closing Date, the Company shall Purchasers purchasing Securities at such Closing will deliver to each Purchaser one or more certificates representing the Notes and Warrants, registered in such Purchaser's name or in the name of such Purchaser's nominee in any denominations, all as such Purchaser may specify by notice delivered to the Company at least two days prior to the Closing Date (or, in the absence of such notice, one certificate representing the Notes and one certificate representing the Warrants, registered in such Purchaser's name), duly executed and dated the Closing Date, against each Purchaser's delivery to the Company of immediately available funds in the amount of the purchase pricePurchase Price by wire transfer to such Company escrow account as is designated by the Company in writing pursuant to an Escrow Agreement in substantially the form attached hereto as Exhibit C. On the Closing Date, the Company will deliver to each Purchaser an executed Warrant, certificates representing the Shares in proper legal form and counterpart copies of the other documents, certificates and legal opinion contemplated by Section 2. At each Closing the Purchasers will be issued a pro rata number of shares of Sub-Series A-1 Convertible Preferred Stock and Sub-Series A-2 Preferred Stock based on the maximum number of Shares being offered by the Company and the requirement that only such number of shares of Sub- Series A-1 Convertible Preferred Stock (the "Maximum Number") as would be convertible into 1,761,400 shares of Common Stock (which represents approximately 19.9% of the currently outstanding Common Stock) may be issued by the Company in all Closings. If after the final Closing the Company has not issued all of the Shares, the Purchasers purchasing Shares in all the Closings will be entitled to exchange Sub-Series A-2 Preferred Stock for Sub-Series A-1 Convertible Preferred Stock; on a pro rata basis, such that the Maximum Number of shares of Sub-Series A-1 Convertible Preferred Stock are issued. If, by February 28, 2002, the Company shall have failed to satisfy the Shareholder Approval Requirement, a "Default," as that term is used in the Certificate, shall be deemed to have occurred and such Default shall continue until such Shareholder Approval Requirement shall have been satisfied. The Purchasers shall have such registration rights as are set forth in the form of Registration Rights Agreement attached hereto as Exhibit D (the "Registration Rights Agreement").

Purchase and Sale of Securities; the Closing. The In reliance upon the representations of the Company shall sell to the Purchasers and, contained in Section 1.2 hereof and subject to the terms and conditions hereofset forth herein, the Purchasers Company shall sell to the Purchaser and the Purchaser shall purchase from the Company Company: (ai) Notes the Debenture in an aggregate the form attached hereto as Exhibit A in the original principal amount of US $3,000,000 1,000,000; (ii) 15,000 shares of Common Stock (the "Shares"); and (biii) Warrants a Warrant to purchase an aggregate 22,500 shares of 475,000 Common Stock Unitsat $12.00 per share in the form attached hereto as Exhibit B. (The Debenture, at a combined purchase price equal the Shares, the Warrant and the Common Stock underlying the Debenture and the Warrant are referred to 100% herein collectively as the "Securities"). The Securities shall be sold to the Purchaser in consideration of the aggregate principal amount payment by the Purchaser to the Company of One Million United States Dollars (US$1,000,000) (the Notes"Purchase Price"). The Purchasers and the Company agree and acknowledge Debenture shall have a conversion price of $5.00 per share; provided that the value of Debenture shall not be convertible prior to its Maturity Date (as defined in the Warrants is equal to $0.74 per Stock Unit covered thereby on the Closing Date. The Purchasers and the Company agree and acknowledge that for purposes of determining whether there is any original issue discount on the Notes, the proper rate of discount for determining the Notes' value is 11.5% and the Purchasers and each subsequent Holder and the Company agree to report payments of interest on the Notes consistent with this determination of valueDebenture). The closing (the "Closing") of such the purchase and sale of the Securities shall be held at 7:00 as of 10:00 a.m., Los Angeles timetime on February 7, on May 6, 1997 2000 (the "Closing Date"), at the office principal executive offices of Milbank, Tweed, Xxxxxx & XxXxxx, Los Angeles, the Company or at such other time or place or on such other date as the parties hereto may mutually agree; provided, however, that if . On the Closing Date shall not have occurred within ten (10) Business Days after the date hereofDate, the Purchasers' obligation Purchaser will deliver to purchase and pay for the Notes hereunder shall be terminated and Company immediately available funds in the Purchasers shall have no liability or further obligations hereunderamount of the Purchase Price by wire transfer to such Company account as is designated by the Company in writing. On the Closing Date, the Company shall will deliver to each the Purchaser one or more an executed Debenture, an executed Warrant and certificates representing the Notes Shares in proper legal form. The Company will file a registration statement (the "Registration Statement") under the Act covering: (i) the shares of Common Stock issuable upon conversion of the Debenture; (ii) the shares of Common Stock issuable upon conversion of the Warrant; and Warrants, registered in such Purchaser's name or in (iii) the name of such Purchaser's nominee in any denominations, all Shares as such Purchaser may specify by notice delivered to the Company at least two days prior to promptly as practicable after the Closing Date (orand will use its best efforts to cause such registration statement to be declared effective by the SEC no later than September 14, in the absence 2000. The form of such notice, one certificate representing the Notes and one certificate representing the Warrants, registered in such Purchaser's name), duly executed and dated the Closing Date, against each Purchaser's delivery to the Company of immediately available funds in the amount of the purchase price.Registration Rights Agreement is attached hereto as Exhibit C.