Common use of Sale and Issuance of Securities Clause in Contracts

Sale and Issuance of Securities. Subject to the terms and conditions of this Agreement, the Company agrees to sell to the Investor and the Investor agrees to purchase from the Company a total of 3,280,000 Shares (the "Newly Issued Shares") for an aggregate purchase price of $3,444,000, or $1.05 per share, in cash. Subject to the terms and conditions of this Agreement, including the Shareholder Approval Requirements set forth at Section 1.2 below, the Company also agrees to issue to the Investor the following warrants for the purchase of the Company's Common Stock: (i) a warrant for the purchase of 2,860,000 shares at a purchase price of $1.05 per share; (ii) a warrant for the purchase of 3,000,000 shares at a price of $1.12. per share; and (iii) a warrant for the purchase of 2,860,000 shares at a price of $1.25 per share (collectively, the "Warrants"). The Warrants shall have a term of five years from the date of issuance. The Warrants shall be in substantially the form attached to this Agreement as Exhibit A. The purchase price for the Newly Issued Shares, the exercise price for the Warrants, the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be subject to adjustment if the Company (i) at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, in which case the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such subdivision shall be proportionately reduced and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately increased or (ii) if the Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such combination shall be proportionately increased and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately decreased.

Sale and Issuance of Securities. Subject to the terms and conditions of this Agreement------------------------------- hereof, the Company agrees to will issue and sell to the Investor each Purchaser severally, and the Investor agrees to each Purchaser will purchase from the Company a total of 3,280,000 Shares (the "Newly Issued Shares") for an aggregate purchase price of $3,444,000severally, or $1.05 per share, in cash. Subject to the terms and conditions of this Agreement, including the Shareholder Approval Requirements set forth at Section 1.2 below, the Company also agrees to issue to the Investor the following warrants for the purchase of the Company's Common Stock: (i) a warrant for the purchase of 2,860,000 shares at a purchase price of $1.05 per share; (ii) a warrant for the purchase of 3,000,000 shares at a price of $1.12. per share; and (iii) a warrant for the purchase of 2,860,000 shares at a price of $1.25 per share (collectively, the "Warrants"). The Warrants shall have a term of five years from the date of issuance. The Warrants shall be in substantially the form attached to this Agreement as Exhibit A. The purchase price for the Newly Issued Shares, the exercise price for the Warrants, the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Initial Preferred Stock obtainable upon exercise and the number of Warrants set forth opposite such Purchaser's name on the Schedule of Purchasers attached hereto as Exhibit C at the respective purchase price specified on the Schedule of Purchasers. Such purchase price shall be paid to the Company by the Purchasers in the following manner: (a) At the Closing the outstanding principal amount, plus accrued interest, under the Loan and Security Agreement, dated as of February 16, 2001, between the Company and SCP (the "SCP Loan and Security Agreement"), and the Loan and Security Agreement, dated as of January 19, 2001, as amended as of February 16, 2001, between the Company and ICG (the "ICG Loan and Security Agreement") shall be deemed paid by the Company and applied to the purchase price. (The SCP Loan and Security Agreement and the ICG Loan and Security Agreement are sometimes collectively referred to as "the Loan and Security Agreements" and individually as a "Loan and Security Agreement.") (b) The balance of the Warrants purchase price shall be subject paid in installments, upon submission to adjustment if the Purchasers, on or before the expiration of four months after the Closing Date, of a written request therefore from the Company (ieach, a "Request") which certifies the Company's then current compliance with the Budget and Financial Management Plan previously prepared by the Company and approved by the Purchasers (the "Plan") and the Company's need for an installment of the purchase price in the amount projected for payment at any such time subdivides (under the Plan. Each Request must be received by any stock splitthe Purchasers not less than two business days prior to the desired date of payment and must be accompanied by financial information from the Company confirming to the reasonable satisfaction of the Purchasers the accuracy of the certifications contained in the Request. All payments of purchase price pursuant to a Request shall be made to the Company, stock dividendby wire transfer to its primary operating account, recapitalization or otherwise) one or more classes as provided by the Company to the Purchasers. Each installment of its outstanding purchase price paid by the Purchasers shall be comprised of payments made by the Purchasers in proportion to their respective shares of Common Stock into a greater number of shares, in which case the aggregate purchase price for the Newly Issued Shares Initial Preferred Stock (i.e., 60% by SCP and 40% by ICG, sometimes hereinafter referred to as the exercise price for "Ratio"); provided that in the Warrants event that the outstanding amounts (principal plus accrued interest) owing with respect to the Loan and Security Agreements on the Closing Date are not in effect immediately prior proportion to the Ratio, payments of each installment shall first be made by the Purchaser whose share of outstanding principal and interest on the Closing Date was less than its share of the Ratio until such subdivision time as the Ratio shall be proportionately reduced and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately increased or (ii) if the Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such combination shall be proportionately increased and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately decreasedrestored.

Sale and Issuance of Securities. (a) The Company hereby represents to the Purchasers that the Company has duly adopted and filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation, a copy of which is attached hereto as Exhibit B (the "Amended Certificate"), which is in full force and effect as of the date hereof. (b) Subject to the terms and conditions of this Agreementthe Agreements, the Purchasers agree to purchase at the Closing (as defined in Section 1.2), and the Company agrees to sell to the Investor and the Investor agrees to purchase from the Company a total of 3,280,000 Shares (the "Newly Issued Shares") for an aggregate purchase price of $3,444,000, or $1.05 per share, in cash. Subject to the terms and conditions of this Agreement, including the Shareholder Approval Requirements set forth at Section 1.2 below, the Company also agrees to issue to the Investor the following warrants for the purchase of the Company's Common Stock: each Purchaser, (i) a warrant for the purchase of 2,860,000 shares at a purchase price of $1.05 per share; (ii) a warrant for the purchase of 3,000,000 shares at a price of $1.12. per share; and (iii) a warrant for the purchase of 2,860,000 shares at a price of $1.25 per share (collectively, the "Warrants"). The Warrants shall have a term of five years from the date of issuance. The Warrants shall be in substantially the form attached to this Agreement as Exhibit A. The purchase price for the Newly Issued Shares, the exercise price for the Warrants, the number of Newly Issued Shares to be purchased hereunder and the number of shares of the Company's Senior Class C Common Stock obtainable upon exercise Stock, par value $0.01 per share (the "Stock"), set forth opposite the name of such Purchaser under the Warrants shall be subject to adjustment if the Company (i) at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes heading "Number of its outstanding shares of Common Stock into a greater number of shares, in which case the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such subdivision shall be proportionately reduced and the number of Newly Issued Shares to be purchased hereunder Purchased" on Schedule 1, and (ii) a Common Stock Purchase Warrant (the "Warrant") to purchase a number of shares of the Company's Class B Non-Voting Common Stock obtainable upon exercise (the "Warrant Shares") set forth opposite the name of such Purchaser under the heading "Warrant Shares" on Schedule l, for the aggregate purchase price (the "Purchase Price") set forth opposite the name of such Purchaser under the heading "Aggregate Purchase Price" on Schedule 1. The Stock is convertible into shares of the Warrants shall be proportionately increased or Class B Non-Voting Common Stock, par value $0.01 per share (iithe "Class B Common Stock") if the Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of such shares, as adjusted in accordance with the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such combination shall be proportionately increased and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise terms of the Warrants Amended Certificate, are hereinafter referred to as the "Conversion Shares") upon the terms and conditions set forth in the Amended Certificate and shall be proportionately decreasedhave the rights and preferences set forth in the Amended Certificate.

Sale and Issuance of Securities. (a) The Company shall adopt and file with the Secretary of State of Delaware, on or before the Closing (as defined below), an Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit A (the "Restated Certificate"), and the Parent shall adopt and file with the Secretary of State of Delaware, on or before the Closing, an Amended and Restated Certificate of Designation for Series A Preferred Stock and Series B Preferred Stock in the form attached hereto as Exhibit B (the "Restated Designation"). (b) Subject to the terms and conditions of this Agreement, SCP agrees to purchase at the Closing, and the Company agrees to sell and issue to SCP at the Investor and Closing, (i) 5,300,000 shares of the Investor agrees to purchase from the Company a total of 3,280,000 Shares Company's Series A-1 Preferred Stock, par value $0.01 per share (the "Newly Issued SharesSeries A-1 Preferred Stock"), and (ii) a warrant (the "SCP Warrant") to purchase up to 5,300,000 shares of the Company's Series A-1 Preferred Stock at an initial exercise price of $0.01 per share, for an aggregate purchase price of $3,444,00013,250,000. The rights, or $1.05 per shareprivileges and preferences of the Series A-1 Preferred Stock shall be as stated in the Restated Certificate, and the SCP Warrant shall be substantially in cash. the form attached hereto as Exhibit C. (c) Subject to the terms and conditions of this Agreement, including Safeguard agrees to purchase at the Shareholder Approval Requirements set forth at Section 1.2 belowClosing, and the Company also agrees to sell and issue to Safeguard at the Investor the following warrants for the purchase Closing, 5,300,000 shares of the Company's Common Series A-2 Preferred Stock: , par value $0.01 per share (i) a warrant for the purchase of 2,860,000 shares at a purchase price of $1.05 per share; "Series A-2 Preferred Stock," and together with the Series A-1 Preferred Stock, the "Series A Preferred Stock"), and (ii) a warrant for (the purchase of 3,000,000 shares at a price of $1.12. per share; "Safeguard Warrant," and (iii) a warrant for together with the purchase of 2,860,000 shares at a price of $1.25 per share (collectivelySCP Warrant, the "Warrants")) to purchase up to 5,300,000 shares of the Company's Series A-2 Preferred Stock at an initial exercise price of $0.01 per share, for an aggregate purchase price of $13,250,000. The Warrants shall have a term rights, privileges and preferences of five years from the date of issuance. The Warrants Series A-2 Preferred Stock shall be as stated in the Restated Certificate, and the Safeguard Warrant shall be substantially in the form attached to this Agreement hereto as Exhibit A. The purchase price for the Newly Issued SharesD. As used herein, the exercise price for term "Purchased Securities" means the Warrants, the number shares of Newly Issued Shares to be purchased hereunder Series A Preferred Stock and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be subject to adjustment if the Company (i) at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, in which case the purchase price for the Newly Issued Shares issued and the exercise price for the Warrants in effect immediately prior to such subdivision shall be proportionately reduced and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately increased or (ii) if the Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such combination shall be proportionately increased and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately decreasedsold hereunder.

Sale and Issuance of Securities. Subject to (a) The Company shall adopt and file with the terms Secretary of State of the State of Nevada on or before the Closing (as defined below) the Certificate of Designation of Rights, Preferences, Privileges and conditions Restrictions of this Agreement, Series A Preferred Stock of the Company agrees to sell to in the Investor and form attached hereto as Exhibit A (the Investor agrees to purchase from “Certificate of Designation”). The Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), of the Company a total shall have the rights, preferences, privileges and restrictions set forth in the Certificate of 3,280,000 Shares (the "Newly Issued Shares") for an aggregate purchase price of $3,444,000, or $1.05 per share, in cashDesignation. Subject to the terms and conditions of this Agreement, including each Investor agrees, severally and not jointly, to purchase at the Shareholder Approval Requirements set forth at Section 1.2 belowClosing, and the Company also agrees to sell and issue to each Investor at the Investor the following warrants for the purchase Closing, that number of (i) shares of the Company's ’s Series A Preferred Stock set forth opposite such Investor’s name on Schedule A-1 hereto under the heading “Closing” and (ii) warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock: (i) a warrant ”), set forth opposite such Investor’s name on Schedule A-1 hereto under the heading “Closing,” for the aggregate purchase of 2,860,000 shares price set forth opposite such Investor’s name on Schedule A-1 hereto under the heading “Closing.” The Series A Preferred Stock and Warrants are collectively referred to herein as the “Securities.” The Securities are being sold as units at a purchase price of $1.05 4.00 per share; unit, with each unit consisting of (i) one share of Series A Preferred Stock and (ii) a warrant for Warrant to purchase eight shares of the purchase of 3,000,000 shares Company’s Common Stock at a an exercise price of $1.12. 0.20 per share; . (b) At one or more Subsequent Closings (as defined below), all of which shall be held within fifteen (15) days of the Closing (the “General Subsequent Closing Deadline”) and subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase at a Subsequent Closing, and the Company agrees to sell and issue to each Investor at such Subsequent Closing, that number of (i) shares of the Company’s Series A Preferred Stock set forth opposite such Investor’s name on Schedule A-2 hereto under the heading “Subsequent Closing” and (iiiii) a warrant the number of Warrants set forth opposite such Investor’s name on Schedule A-2 hereto under the heading “Subsequent Closing,” for the aggregate purchase price set forth opposite such Investor’s name on Schedule A-2 hereto under the heading “Subsequent Closing.” (c) At any Subsequent Closing, the Company may sell up to an additional $7,010,996 of 2,860,000 shares Securities, on the same terms and conditions set forth herein, to additional purchasers listed on Schedule A-3 in connection with the conversion of securities of the Company that are outstanding as of the date hereof in accordance with Section 4.11 of this Agreement. Any such purchaser shall execute and deliver a counterpart signature page to, and thereby, without further action by any Investor, become a party to and be deemed an Investor under this Agreement, and all schedules and exhibits hereto shall automatically be updated to reflect such purchaser as a party hereto. (d) At the Closing or any Subsequent Closing, and at a price the sole option of $1.25 per share Rembrandt Venture Partners Fund Two, L.P. and Rembrandt Venture Partners Fund Two-A, L.P. (collectively, “Rembrandt”) within sixty (60) days after the "Warrants"Closing (the “Rembrandt Subsequent Closing Deadline”), the Company shall sell and Rembrandt shall purchase up to an additional $2,500,000 of Securities, on the same terms and conditions set forth herein. The Warrants To the extent that Rembrandt has not already done so at the Closing, Rembrandt shall have execute and deliver a term counterpart signature page to, and thereby, without further action by any Investor, become a party to and be deemed an Investor under this Agreement and the Investor Rights Agreement, and all schedules and exhibits hereto shall automatically be updated to reflect such purchaser as a party hereto. (e) Following the Closing but prior to any Subsequent Closing, the Company shall adopt, and the Investors purchasing Securities at the Closing agree to vote all shares of five years from capital stock of the date Company then owned by such Investor in favor of issuance. The Warrants shall be the adoption of, an Amendment to the Company’s Articles of Incorporation in substantially the form attached to this Agreement hereto as Exhibit A. The purchase price for B (the Newly Issued Shares, “Amended Articles”) in order to increase the exercise price for the Warrants, the number of Newly Issued Shares to be purchased hereunder and the number of authorized shares of Common Stock obtainable upon exercise capital stock of the Warrants shall be subject to adjustment if the Company (i) at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes the “Requisite Approval”). Promptly following receipt of its outstanding shares of Common Stock into a greater number of shares, in which case the purchase price for the Newly Issued Shares Requisite Approval and the exercise price for the Warrants in effect immediately prior to such subdivision any Subsequent Closing, the Company shall be proportionately reduced adopt and file the number Amended Articles with the Secretary of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise State of the Warrants shall be proportionately increased or (ii) if the Company at any time combines (by reverse stock split or otherwise) one or more classes State of its outstanding shares of Common Stock into a smaller number of shares, the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such combination shall be proportionately increased and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately decreasedNevada.