PURCHASE, SALE AND TERMS OF SECURITIES. 1.1 The Senior Subordinated Notes and Warrants to Purchase Common Stock. The Company has authorized the issuance and sale to each Purchaser or its nominee or designee of the Company's (i) senior subordinated notes (herein, together with any such notes that may be issued hereunder in substitution or exchanged therefor, each a "Note" and collectively, the "Notes"), in an aggregate principal amount of up to $5,000,000, to be dated the date of issuance thereof, to mature on January 18, 2007, to bear interest on the unpaid balances thereof from the date thereof until the principal thereof shall be paid in full at the rate of 11.0% per annum (provided that the interest note shall automatically increase to 22.0% per annum on January 1, 2007, and shall decrease to 8% per annum if a holder elects to take a security interest pursuant to the Security Agreement), based upon a 360 day year for actual days elapsed, and, from and after the occurrence of an Event of Default, at the Default Rate in accordance with Section 1.7(a), and to be substantially in the form attached hereto as Exhibit 1.1A, and (ii) warrants for the purchase of the Company's Common Stock, with the terms and provisions set forth in the form of Warrant attached hereto as Exhibit 1.1B (the "Warrants"). All of the Notes shall be identical in all respects other than their respective principal amounts, the dates of issuance and the names of the registered holders. All of the Warrants shall be identical in all respects other than the number of shares of Common Stock that may be purchased thereunder, the dates of issuance and the names of the registered holders. The Notes and the Warrants are sometimes referred to herein as the "Securities."
PURCHASE, SALE AND TERMS OF SECURITIES. 1.01 THE SENIOR SUBORDINATED NOTES AND WARRANTS TO PURCHASE COMMON STOCK. The Company has authorized the issuance and sale of (i) up to $15,000,000 in aggregate principal amount of its 15% Senior Subordinated Notes (the "NOTES"), which are to have the terms and provisions set forth in the form of Note attached hereto as EXHIBIT A and (ii) warrants for the purchase of Common Stock, $.01 par value per share, of the Company ("COMMON STOCK"), which are to have the terms and provisions set forth in the form of Warrant attached hereto as EXHIBIT B (the "WARRANTS"). All of the Notes shall be identical in all respects other than their respective principal amounts, the date of issuance and the names of the registered holders. All of the Warrants shall be identical in all respects other than the number of shares of Common Stock which may be purchased thereunder, the date of issuance and the names of the registered holders. The Notes and the Warrants are sometimes referred to herein as the "SECURITIES."
PURCHASE, SALE AND TERMS OF SECURITIES
