Common use of Sale of Securities; Offering Period Clause in Contracts

Sale of Securities; Offering Period. (a) Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company hereby agrees to issue and sell to the Subscriber and the Subscriber agrees to purchase from the Company, upon Closing, the Securities as described herein for the Purchase Price as set forth on the signature page of this Subscription Agreement executed by the Subscriber. The number of Securities purchased hereunder by a Subscriber shall be as specified on the signature page of this Subscription Agreement executed by the Subscriber. The Company may reject any subscription in whole or in part. The Company is selling the Common Shares in this Offering at a purchase price of $0.03 per Common Share (the “Purchase Price”) for a minimum subscription amount of $20,000 (666,667 Common Shares), unless waived by the Company. The Company is offering the Securities on a “best efforts” basis as the total Offering amount. The Offering consists of a total of 66,666,667 Common Shares. This Offering is only being made to “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon an exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, and on similar exemptions under applicable state laws. The Securities may be purchased, in part or their entirety, by officers and directors of the Company or representatives of the Selling Agent (as defined below). (b) The Securities are being offered during the offering period commencing on the date set forth on the cover page of this Subscription Agreement and terminating on the earlier of (a) 5:00 p.m. (New York time) on May 31, 2011, unless extended by the Company for an additional period expiring no later than July 31, 2011 or (b) the date on which all the Securities authorized for sale have been sold (the “Offering Period”). The Company reserves the right to terminate or close the offering at any time. (c) In the sole discretion of the Company, the Company may elect to increase the total number of increase the maximum number of Common Shares being offered from $2,000,000 of Shares up to a maximum of $2,500,000 of Common Shares. In the event the Company elects to exercise this oversubscription right, the Company would issue an additional 16,666,667 Common Shares.

Sale of Securities; Offering Period. (a) Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company hereby agrees to issue and sell to the Subscriber and the Subscriber agrees to purchase from the Company, upon Closing, the Securities as described herein for the Purchase Price as set forth on the signature page of this Subscription Agreement executed by the Subscriber. The number of Securities purchased hereunder by a Subscriber shall be as specified on the signature page of this Subscription Agreement executed by the Subscriber. The Company may reject any subscription in whole or in part. The Company is selling the Common Shares in this Offering at a purchase price of $0.03 per Common Share (the “Purchase Price”) for a minimum subscription amount of $20,000 (666,667 Common Shares), unless waived by the Company. The Company is offering the Securities on a “best efforts” basis as the total Offering amount. The Offering consists of a total of 66,666,667 100,000,000 Common Shares. This Offering is only being made to “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon an exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, and on similar exemptions under applicable state laws. The Securities may be purchased, in part or their entirety, by officers and directors of the Company or representatives of the Selling Agent (as defined below). (b) The Securities are being offered during the offering period commencing on the date set forth on the cover page of this Subscription Agreement and terminating on the earlier of (a) 5:00 p.m. (New York time) on May 31November 30, 20112010, unless extended by the Company for an additional period expiring no later than July December 31, 2011 2010 or (b) the date on which all the Securities authorized for sale have been sold (the “Offering Period”). The Company reserves the right to terminate or close the offering at any time. (c) In the sole discretion of the Company, the Company may elect to increase the total number of increase the maximum number of Common Shares being offered from $2,000,000 of Shares up to a maximum of $2,500,000 of Common Shares. In the event the Company elects to exercise this oversubscription right, the Company would issue an additional 16,666,667 Common Shares.

Sale of Securities; Offering Period. (a) Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company hereby agrees to issue and sell to the Subscriber and the Subscriber agrees to purchase from the Company, upon Closing, the Securities Series A Preferred Shares as described herein for the Purchase Price as set forth on the signature page of this Subscription Agreement executed by the Subscriber. The number of Securities Series A Preferred Shares purchased hereunder by a Subscriber shall be as specified on the signature page of this Subscription Agreement executed by the Subscriber. The Company may reject any subscription in whole or in part. The Company is selling the Common securities being offered consist of a total of up to 21,000 Series A Preferred Shares, par value $.001 per share. The Series A Preferred Shares in this Offering are being offered at a purchase price of $0.03 100.00 per Common Share share (the “Purchase Price”) for a minimum subscription amount of $20,000 (666,667 Common 200 Series A Preferred Shares), unless waived by the Company. The Company is offering the Securities on a “best efforts” basis as the total Offering amount. The Offering consists of a total of 66,666,667 Common Shares. This Offering is only being made to “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon an exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, and on similar exemptions under applicable state laws. The Securities Series A Preferred Shares may be purchased, in part or their entirety, by officers and directors of the Company or representatives of the Selling Agent (as defined below)Company. (b) The Securities Series A Preferred Shares are being offered offering during the offering period commencing on the date set forth on the cover page of this Subscription Agreement and terminating on the earlier of (a) 5:00 p.m. (New York time) on May 31April 30, 2011, unless extended by the Company for an additional period expiring no later than July 31, 2011 2009 or (b) the date on which all the Securities Series A Preferred Shares authorized for sale have been sold (the “Offering Period”). The Company reserves the right to terminate or close the offering at any time. (c) In the sole discretion of the Company, the Company may elect to increase the total number of increase the maximum number of Common Shares being offered from $2,000,000 of Shares up to a maximum of $2,500,000 of Common Shares. In the event the Company elects to exercise this oversubscription right, the Company would issue an additional 16,666,667 Common Shares.

Sale of Securities; Offering Period. (a) Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company hereby agrees to issue and sell to the Subscriber and the Subscriber agrees to purchase from the Company, upon Closing, the Securities principal amount of Convertible Notes as described herein for the Purchase Price purchase price as set forth on the signature page of this Subscription Agreement executed by the Subscriber. The number Convertible Notes are convertible into shares of Securities the Company’s common stock, par value $0.001 per share (the “Common Stock”) or the “Conversion Securities”, as defined below. The principal amount of Convertible Notes purchased hereunder by a Subscriber shall be as specified on the signature page of this Subscription Agreement executed by the Subscriber. The Company may reject any subscription in whole or in part. The Company is selling the Common Shares in this Offering at a purchase price of $0.03 per Common Share (the “Purchase Price”) for a minimum subscription amount of $20,000 (666,667 Common Shares), unless waived by the Company. The Company is offering the Securities Convertible Notes on a “best efforts” basis as the total Offering amount. The Offering consists of a total of 66,666,667 Common Shares. This Offering is only being made to “accredited investorsSubscribers” (as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon an exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, and on similar exemptions under applicable state laws. The Securities Convertible Notes may be purchased, in part or their entirety, by officers and directors of the Company or representatives of the Selling Agent (as defined below). (b) The Securities are being offered during the offering period commencing on the date set forth on the cover page of this Subscription Agreement and terminating on the earlier of (a) 5:00 p.m. (New York Los Angeles, California time) on May 31, 2011, unless extended by the Company for an additional period expiring no later than July 31, 2011 2014 or (b) the date on which all the Securities authorized for sale have been sold (the “Offering Period”). The Company reserves the right to terminate or close the offering at any time. (c) In The Convertible Notes are convertible at the sole discretion option of the holder shares of the Company’s Common Stock (the “Conversion Shares”) at the initial conversion rate of $0.07 per share. The conversion rate is subject to adjustment as described in the Convertible Notes, including in the event that the Company may elect to increase the total number of increase the maximum number issued additional shares of Common Shares being offered Stock or other equity securities at a purchase price (or exercise price or conversion price for Convertible Securities) below the initial conversion rate. The principal amount of the Convertible Notes shall bear interest at the rate of 13% per annum and shall have maturity date of there 3 years from $2,000,000 the original issue date. The Convertible Notes are secured obligations of Shares up to a maximum of $2,500,000 of Common Shares. In the event the Company elects to exercise this oversubscription rightand will be secured by a first priority lien and security interest on the Company’s assets, which lien will be evidenced by the Company would issue an additional 16,666,667 Common SharesSecurity Agreement annexed hereto (the “Security Agreement. A summary of the material terms and conditions of the Convertible Notes is set forth below under the caption “Summary of Offering.”

Sale of Securities; Offering Period. (a) Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company hereby agrees to issue and sell to the Subscriber and the Subscriber agrees to purchase from the Company, upon Closing, the Securities Common Shares as described herein for the Purchase Price as set forth on the signature page of this Subscription Agreement executed by the Subscriber. The number of Securities Common Shares purchased hereunder by a Subscriber shall be as specified on the signature page of this Subscription Agreement executed by the Subscriber. The Company may reject any subscription in whole or in part. The Company is selling the securities being offered consist of a total of up to approximately 500,000 Common Shares, par value $0.001 per share. The Common Shares in this Offering are being offered at a purchase price of $0.03 per Common Share (the “Purchase Price”) Price for a minimum subscription amount of $20,000 (666,667 Common Shares)25,000, unless waived by the Company. The Company is offering the Securities on a “best efforts” basis as the total Offering amount. The Offering consists of a total of 66,666,667 Common Shares. This Offering is only being made to “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon an exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, and on similar exemptions under applicable state laws. The Securities may be purchased, in part or their entirety, and by officers and directors of the Company or representatives Company. The Common Shares may be referred to herein as the “Securities”. The Closing Date will be the date on which this Agreement is counter-signed by the Company, which shall occur after the close of the Selling Agent (as defined below)trading on Nasdaq. (b) The Securities Common Shares are being offered during the offering period commencing on the date set forth on the cover page of this Subscription Agreement and terminating on the earlier of (a) 5:00 p.m. (New York time) on May 31April 15, 2011, unless extended by the Company for an additional period expiring no later than July 31, 2011 or (b) the date on which all the Securities Common Shares authorized for sale have been sold (the “Offering Period”). The Company reserves the right to terminate or close the offering at any time. (c) In the sole discretion of the Company, the Company may elect to increase the total number of increase the maximum number of Common Shares being offered from $2,000,000 of Shares up to a maximum of $2,500,000 of Common Shares. In the event the Company elects to exercise this oversubscription right, the Company would issue an additional 16,666,667 Common Shares.

Sale of Securities; Offering Period. (a) Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company hereby agrees to issue and sell to the Subscriber and the Subscriber agrees to purchase from the Company, upon Closing, the Securities as described herein for the Purchase Price as set forth on the signature page of this Subscription Agreement executed by the Subscriber. The number of Securities Common Shares purchased hereunder by a Subscriber shall be as specified on the signature page of this Subscription Agreement executed by the Subscriber. The Company may reject any subscription in whole or in part. The Company is selling the Securities being offered consist of a total of up to 25,000,000 Common Shares in this Offering Shares, par value $.001 per share. The Securities are being offered at a purchase price of $0.03 0.06 per Common Share share (the “Purchase Price”) for a minimum subscription amount of $20,000 (666,667 Common Shares), unless waived by the Company. The Company is offering the Securities on a “best efforts” basis as the total Offering amount. The Offering consists of a total of 66,666,667 Common Shares. This Offering is only being made to “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon an exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, and on similar exemptions under applicable state laws. The Securities may be purchased, in part or their entirety, by officers and directors of the Company or representatives of the Selling Agent (as defined below)Company. (b) The Securities are being offered during the offering period commencing on the date set forth on the cover page of this Subscription Agreement and terminating on the earlier of (a) 5:00 p.m. (New York time) on May 31, 2011, unless extended by the Company for an additional period expiring no later than July 31, 2011 or (b) the date on which all the Securities authorized for sale have been sold (the “Offering Period”). The Company reserves the right to terminate or close the offering at any time. (c) In the sole discretion of the Company, the Company may elect to increase the total number of increase the maximum number of Common Shares being offered from $2,000,000 1,500,000 of Shares up to a maximum of $2,500,000 1,875,000 of Common Shares. In the event the Company elects to exercise this oversubscription right, the Company would issue an additional 16,666,667 6,250,000 Common Shares. (c) The Securities are being offering during the offering period commencing on November 17, 2008 and terminating on the earlier of (a) 5:00 p.m. (New York time) on December 31, 2008, unless extended by an additional 60 days, or (b) the date on which all Securities authorized for sale have been sold (the “Offering Period”).

Sale of Securities; Offering Period. (a) Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company hereby agrees to issue and sell to the Subscriber and the Subscriber agrees to purchase from the Company, upon Closing, the Securities as described herein for the Purchase Price as set forth on the signature page of this Subscription Agreement executed by the Subscriber. The number of Securities purchased hereunder by a Subscriber shall be as specified on the signature page of this Subscription Agreement executed by the Subscriber. The Company may reject any subscription in whole or in part. The Company is selling the Common Shares and Warrants in this Offering at a purchase price of $0.03 0.06 per Common Share and Warrant (the “Purchase Price”) for a minimum subscription amount of $20,000 (666,667 333,333 Common SharesShares and 333,333 Warrants), unless waived by the CompanyCompany and Selling Agent. The Company is offering the Securities on a “best efforts, all or none” basis as to the Minimum Offering of $250,000 and on a “best efforts” basis as the total Maximum Offering amount. The Minimum Offering consists of a total of 66,666,667 4,166,667 Common SharesShares and 4,166,667 Warrants and the Maximum Offering consists of a total of 25,000,000 Common Shares and 25,000,000 Warrants. The Common Shares and Warrants will be issued separately, but can only be purchased together in this Offering. This Offering is only being made to “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon an exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, and on similar exemptions under applicable state laws. The Securities may be purchased, in part or their entirety, by officers and directors of the Company or representatives of the Selling Agent (as defined below)and such purchases may be used to satisfy the Minimum Offering. (b) Each Subscriber will receive a Warrant to purchase one (1) share of common stock (each a “Warrant Share”) for each Common Share it purchases in this Offering. The warrants are exercisable at an exercise price of $0.10 per share. The Warrants are exercisable commencing on the issue date and expire 24 months from the initial exercise date. The Warrants also include a mandatory redemption feature. See “Description of Warrants” below. (c) The Securities are being offered during the offering period commencing on the date set forth on the cover page of this Subscription Agreement and terminating on the earlier of (a) 5:00 p.m. (New York time) on May 31June 30, 20112010, unless extended by the Company and Selling Agent for an additional period expiring no later than July August 31, 2011 2010 or (b) the date on which all the Securities authorized for sale have been sold (the “Offering Period”). The Company reserves the right to terminate or close the offering at any time. (c) In the sole discretion of the Company, the Company may elect to increase the total number of increase the maximum number of Common Shares being offered from $2,000,000 of Shares up to a maximum of $2,500,000 of Common Shares. In the event the Company elects to exercise this oversubscription right, the Company would issue an additional 16,666,667 Common Shares.

Sale of Securities; Offering Period. (a) Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company hereby agrees to issue and sell to the Subscriber and the Subscriber agrees to purchase from the Company, upon Closing, the Securities Common Shares as described herein for the Purchase Price as set forth on the signature page of this Subscription Agreement executed by the Subscriber. The number of Securities Common Shares purchased hereunder by a Subscriber shall be as specified on the signature page of this Subscription Agreement executed by the Subscriber. The Company may reject any subscription in whole or in part. The Company is selling the securities being offered consist of a total of up to 41,666,667 Common Shares, par value $0.001 per share. The Common Shares in this Offering are being offered at a purchase price of $0.03 0.06 per Common Share share (the “Purchase Price”) for a minimum subscription amount of $20,000 (666,667 333,333 Common Shares), unless waived by the Company. The Company is offering the Securities on a “best efforts” basis as the total Offering amount. The Offering consists of a total of 66,666,667 Common Shares. This Offering is only being made to “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon an exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, and on similar exemptions under applicable state laws. The Securities Common Shares may be purchased, in part or their entirety, by officers and directors of the Company or representatives of Company. The Common Shares may be referred to herein as the Selling Agent (as defined below)“Securities”. (b) The Securities Common Shares are being offered during the offering period commencing on the date set forth on the cover page of this Subscription Agreement and terminating on the earlier of (a) 5:00 p.m. (New York time) on May December 31, 20112009, unless extended by the Company for an additional period expiring no later than July 31, 2011 or (b) the date on which all the Securities Common Shares authorized for sale have been sold (the “Offering Period”). The Company reserves the right to terminate or close the offering at any time. (c) In the sole discretion of the Company, the Company may elect to increase the total number of increase the maximum number of Common Shares being offered from $2,000,000 of Shares up to a maximum of $2,500,000 of Common Shares. In the event the Company elects to exercise this oversubscription right, the Company would issue an additional 16,666,667 Common Shares.

Sale of Securities; Offering Period. (a) Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company hereby agrees to issue and sell to the Subscriber and the Subscriber agrees to purchase from the Company, upon Closing, the Securities Common Shares as described herein for the Purchase Price as set forth on the signature page of this Subscription Agreement executed by the Subscriber. The number of Securities Common Shares purchased hereunder by a Subscriber shall be as specified on the signature page of this Subscription Agreement executed by the Subscriber. The Company may reject any subscription in whole or in part. The Company is selling the securities being offered consist of a total of up to approximately 500,000 Common Shares, par value $0.001 per share. The Common Shares in this Offering are being offered at a purchase price of $0.03 per Common Share (the “Purchase Price”) Price for a minimum subscription amount of $20,000 (666,667 Common Shares)25,000, unless waived by the Company. The Company is offering the Securities on a “best efforts” basis as the total Offering amount. The Offering consists of a total of 66,666,667 Common Shares. This Offering is only being made to “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon an exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, and on similar exemptions under applicable state laws. The Securities may be purchased, in part or their entirety, and by officers and directors of the Company or representatives Company. The Common Shares may be referred to herein as the “Securities”. The Closing Date will be the date on which this Agreement is counter-signed by the Company, which shall occur after the close of the Selling Agent (as defined below)trading on Nasdaq. (b) The Securities Common Shares are being offered during the offering period commencing on the date set forth on the cover page of this Subscription Agreement and terminating on the earlier of (a) 5:00 p.m. (New York time) on May 31April 15, 2011, unless extended by the Company for an additional period expiring no later than July 31, 2011 or (b) the date on which all the Securities Common Shares authorized for sale have been sold (the “Offering Period”). The Company reserves the right to terminate or close the offering at any time. (c) In The Purchaser hereby elects to pay the sole discretion Purchase Price by granting a credit (the “Credit”) to the Company for amount of the Purchase Price. The Credit, at the option of the Company, may be used for any obligation of the Company may elect to increase the total number Purchaser payable within twelve months of increase the maximum number of Closing Date except for base salary. The Common Shares being offered from $2,000,000 shall be held by the Company as security for the payment of Shares up to a maximum the Purchase Price until the Purchase Price is paid in full through the application of $2,500,000 of Common Sharesthe Credit by the Company. In the event the Credit is insufficient to pay the Purchase Price in full, upon the one year anniversary of the Closing Date, such number of Common Shares equal to the Credit divided by the Purchase Price shall be delivered to the Purchaser, and the remainder of the Common Shares shall be surrendered for cancellation to the Company. The Company elects to exercise this oversubscription right, shall have no recourse against the Company would issue an additional 16,666,667 Common SharesPurchaser for any amount of the Purchase Price.