Common use of PURCHASE; CERTAIN DEFINITIONS Clause in Contracts

PURCHASE; CERTAIN DEFINITIONS. (i) The undersigned hereby agrees to purchase from the Company Convertible Preferred Stock having a stated value in the amount set forth on the Buyer's signature page of this Agreement (the "Preferred Stock," which term includes the Initial Preferred Stock and the Additional Preferred Stock, as defined below), out of a total offering of such Convertible Preferred Stock having a stated value of up to $2,300,000, and having the terms and conditions set forth in the Certificate 1 2 of Designations of the Series C Convertible Preferred Stock of the Company attached hereto as ANNEX I (the "Certificate of Designations"). (ii) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the Buyer will purchase (x) Convertible Preferred Stock having a stated value of $1,300,000 multiplied by the Buyer's Allocable Share (the "Initial Preferred Stock") on the Initial Closing Date (as those terms are defined below) and (y) Convertible Preferred Stock having a stated value of $1,000,000 multiplied by the Buyer's Allocable Share (the "Additional Preferred Stock") on the Additional Closing Date (as defined below). (iii) The purchase price to be paid by the Buyer for the Preferred Stock (the "Purchase Price") shall be equal to the stated value of the Initial Preferred Stock or the Additional Preferred Stock, as the case may be, and shall be payable in United States Dollars.

PURCHASE; CERTAIN DEFINITIONS. (i) The undersigned hereby agrees to purchase at the Purchase Price from the Company Convertible Preferred Stock having a stated value in the amount set forth on the Buyer's signature page of this Agreement (the "Preferred Stock," which term includes the Initial Preferred Stock and the Additional Preferred Stock, as defined below), out of a total offering of such Convertible Preferred Stock having a stated value of up to $2,300,0006,000,000, and having the terms and conditions set forth in the Certificate 1 2 Statement of Designations of the Series C A Convertible Preferred Stock of the Company attached hereto as ANNEX Annex I (the "Certificate of Designations"). (ii) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the Buyer will purchase (x) Convertible Preferred Stock having a stated value of $1,300,000 1,500,000 multiplied by the Buyer's Allocable Share (the "Initial Preferred Stock") on the Initial Closing Date (as those terms are defined below) and ), (y) Convertible Preferred Stock having a stated value of $1,000,000 multiplied by 2,500,000 of the Buyer's Allocable Share Preferred Stock (the "First Additional Preferred Stock") on the First Additional Closing Date (as defined below)) and (Z) the balance of Convertible Preferred Stock having a stated value of up to $2,000,000 of the Preferred Stock ("Second Additional Preferred Stock") on the Second Additional Closing Date (as defined below) determined as follows: if (a) the Capitalization Rate of the Company falls below $35,000,000 at any time during the period between the Effective Date and the Second Additional Closing Date then the stated value of the Second Additional Preferred Stock to be purchased shall equal $1,000,000; and (b) the Capitalization Rate of the Company is above $35,000,000 during the period between the Effective Date and the Second Additional Closing Date then, at the option of the holder, the stated value of the Second Additional Preferred Stock to be purchased may be increased up to $2,000,000. (iii) The purchase price to be paid by the Buyer for the Preferred Stock (the "Purchase Price") shall be equal to the stated value amount set forth on the Buyer's signature page of the Initial Preferred Stock or the Additional Preferred Stock, as the case may bethis Agreement, and shall be payable in United States Dollars.

PURCHASE; CERTAIN DEFINITIONS. (i) The undersigned hereby agrees to purchase at the Purchase Price from the Company Convertible Preferred Stock having a stated value in the amount set forth on the BuyerInvestor's signature page of this Agreement (the "Preferred Stock," which term includes the Initial Preferred Stock and the Additional Preferred Stock, as defined below), out of a total offering of such Convertible Preferred Stock having a stated value of up to $2,300,000, and having the terms and conditions set forth in the Certificate 1 2 of Designations Designation of the Series C A Convertible Preferred Stock of the Company attached hereto as ANNEX I (the "Certificate of DesignationsDesignation"). (ii) Subject to the terms and conditions of this Agreement and the other Transaction AgreementsDocuments, the Buyer Investor will purchase (x) Convertible Preferred Stock having a stated value of $1,300,000 multiplied by the Buyer's Allocable Share 1,000,000 (the "Initial Preferred Stock") on the Initial Closing Date (as those terms are defined below) and (y) Convertible the balance of $1,500,000 of the Preferred Stock having a stated value of $1,000,000 multiplied by the Buyer's Allocable Share (the "Additional Preferred Stock") in installments of $500,000 on the each Additional Closing Date (as defined below). (iii) The aggregate purchase price to be paid by the Buyer for the Preferred Stock (the "Purchase Price") Investor shall be equal to the stated value amount set forth on the Investor's signature page of the Initial Preferred Stock or the Additional Preferred Stock, as the case may bethis Agreement, and shall be payable in United States Dollars.

PURCHASE; CERTAIN DEFINITIONS. (i) The undersigned hereby agrees to purchase from the Company Convertible Preferred Stock having a stated value in the amount set forth on the Buyer's signature page of this Agreement (the "Preferred Stock," which term includes the Initial Preferred Stock and the Additional Preferred Stock, as defined below), out of a total offering of such Convertible Preferred Stock having a stated value of up to $2,300,0005,000,000, and having the terms and conditions set forth in the Certificate 1 2 of Designations Determination of Rights and Preferences of the Series C A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock of the Company attached hereto as ANNEX Annex I (the "Certificate of DesignationsDetermination"). (ii) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the Buyer will purchase (x) Series A-1 Convertible Preferred Stock having a stated value of $1,300,000 3,000,000 multiplied by the Buyer's Allocable Share (the "Initial Preferred Stock") on the Initial Closing Date (as those terms are defined below) and (y) Series A-2 Convertible Preferred Stock having a stated value of $1,000,000 multiplied by the Buyer's Allocable Share 2,000,000 (the "Additional Preferred Stock") on the Additional Closing Date (as defined below). (iii) The purchase price Purchase Price (as defined below) to be paid by the Buyer for the Preferred Stock (the "Purchase Price") shall be equal to the stated value amount set forth on the Buyer's signature page of the Initial Preferred Stock or the Additional Preferred Stock, as the case may bethis Agreement, and shall be payable in United States Dollars.

PURCHASE; CERTAIN DEFINITIONS. (i) The undersigned hereby agrees to purchase from the Company Convertible Preferred Stock having a stated value in the amount set forth on the Buyer's signature page of this Agreement (the "Preferred Stock," "; which term includes the Initial Preferred preferred Stock and the Additional Preferred Stock, as defined below), ) out of a total offering of such Convertible Preferred Stock having a stated value of up to $2,300,0002,500,000, and having the terms and conditions set forth in the Certificate 1 2 Statement of Designations of the Series C E Convertible Preferred Stock of the Company attached hereto as ANNEX I (the "Certificate of Designations"). (ii) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the Buyer will purchase (x) Convertible Preferred Stock having a stated value of $1,300,000 1,500,000 multiplied by the Buyer's Allocable Share (the "Initial Preferred Stock") on the Initial Closing Date (as those terms are defined below) and (y) Convertible the balance of the Preferred Stock having a stated value of $1,000,000 multiplied by the Buyer's Allocable Share (the "Additional Preferred Stock") on the Additional Closing Date (as defined below). (iii) The purchase price to be paid by the Buyer for the Preferred Stock (the "Purchase Price") shall be equal to the stated value amount set forth on the Buyer's signature page of the Initial Preferred Stock or the Additional Preferred Stock, as the case may bethis Agreement, and shall be payable in United States Dollars.

PURCHASE; CERTAIN DEFINITIONS. (i) The undersigned hereby agrees to purchase from the Company Convertible Preferred Stock having a stated value in the amount set forth on the Buyer's signature page of this Agreement (the "Preferred Stock," which term includes the Initial Preferred Stock and the Additional Preferred Stock, as defined below), out of a total offering of such Convertible Preferred Stock having a stated value of up to $2,300,0003,500,000, and having the terms and conditions set forth in the Certificate 1 2 Statement of Designations of the Series C D Convertible Preferred Stock of the Company attached hereto as ANNEX I (the "Certificate of Designations"). (ii) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the Buyer will purchase (x) Convertible Preferred Stock having a stated value of $1,300,000 2,500,000 multiplied by the Buyer's Allocable Share (the "Initial Preferred Stock") on the Initial Closing Date (as those terms are defined below) and (y) Convertible the balance of the Preferred Stock having a stated value of $1,000,000 multiplied by the Buyer's Allocable Share (the "Additional Preferred Stock") on the Additional Closing Date (as defined below). (iii) The purchase price to be paid by the Buyer for the Preferred Stock (the "Purchase Price") shall be equal to the stated value amount set forth on the Buyer's signature page of the Initial Preferred Stock or the Additional Preferred Stock, as the case may bethis Agreement, and shall be payable in United States Dollars.