Common use of Sales and Purchase of Shares Clause in Contracts

Sales and Purchase of Shares. The Company hereby agrees to sell to ---------------------------- Purchaser, subject to the conditions and restrictions contained in this Agreement, and Purchaser hereby agrees to purchase from the Company, _______________ (________) shares of common stock, par value $.0001 per share (individually, a "Share," and collectively, the "Shares"), of the Company, at a price of $______ per Share, for an aggregate purchase price of _______________ _____________ ($________) (the "Purchase Price"). The Purchase Price shall be payable by delivery of (a) cash or Purchaser's check in the amount of ______________________________ ($_______), and (b) a secured promissory note of Purchaser issued to the Company (in the form attached hereto as Exhibit A) for --------- ___________________ ($_______) of the Purchase Price due five (5) years from the effective date hereof (the "Note"). Payment of all amounts owed under the Note and compliance by Purchaser with the terms and conditions of this Agreement and the Pledge Agreement (as hereinafter defined) shall be secured by a pledge of the Shares, in conjunction with which Purchaser shall execute a Stock Pledge Agreement in the form attached hereto as Exhibit B (the "Pledge Agreement"). --------- Purchaser shall deliver the cash or check, the Note and the Pledge Agreement to the Company prior to the Closing Date, each dated as of the Closing Date. In connection with the purchase of Shares hereunder, Purchaser acknowledges that he or she has reviewed the memorandum regarding Section 83(b) of the Internal Revenue Code of 1986, as amended, attached hereto as Exhibit C. ---------

Sales and Purchase of Shares. The Company hereby agrees to sell ---------------------------- to ---------------------------- Purchaser, subject to the conditions and restrictions contained in this Agreement, and Purchaser hereby agrees to purchase from the Company, _________________ (________) shares of common stock, stock $0.01 par value $.0001 per share (individually, a "Share," and collectively, the "Shares"), ) of the Company, at a price of $______ 10.00 per Share, for an aggregate purchase price of _______________ _____________ Dollars ($________) (the "Purchase Price"). The Purchase Price shall be payable by delivery of (a) cash or Purchaser's check in the amount of ______________________________ Dollars ($_______), and (b) a secured promissory note of Purchaser issued to the Company (in the form attached hereto as Exhibit A) for --------- ___________________ Dollars ($_______) of the Purchase Price due --------- five (5) years from the effective date hereof (the "Note"). Payment of all amounts owed under the Note and compliance by Purchaser with the terms and conditions of this Agreement and the Pledge Agreement (as hereinafter defined) shall be secured by a pledge of the Shares, in conjunction with which Purchaser shall execute a Stock Pledge Agreement in the form attached hereto as Exhibit B (the "Pledge --------- Agreement"). --------- Purchaser shall deliver the cash or check, the Note and the Pledge Agreement to the Company prior to the Closing Date, each dated as of the Closing Date. In connection with the purchase of Shares hereunder, Purchaser acknowledges that he or she has reviewed the memorandum regarding Section 83(b) of the Internal Revenue Code of 1986, as amended, attached hereto as Exhibit C. ---------C.

Sales and Purchase of Shares. The Company hereby agrees to sell to ---------------------------- Purchaser, subject to the conditions and restrictions contained in this Agreement, and Purchaser hereby agrees to purchase from the Company, _______________ Seventy- Five Thousand (________75,000) shares of common stock, stock $0.01 par value $.0001 per share (individually, a "Share," and collectively, the "Shares"), ) of the Company, at a price of $______ 16.82 per Share, for an aggregate purchase price of _______________ _____________ One Million Two Hundred Sixty-One Thousand Five Hundred Dollars ($________1,261,500) (the "Purchase Price"). The Purchase Price shall be payable by delivery of (a) cash or Purchaser's check in the amount of ______________________________ Three Hundred Sixty-One Thousand Five Hundred Dollars ($_______361,500), and (b) a secured promissory note of Purchaser issued to the Company (in the form attached hereto as Exhibit A) for Nine Hundred Thousand --------- ___________________ Dollars ($_______900,000) of the Purchase Price due five (5) years from the effective date hereof (the "Note"). Payment of all amounts owed under the Note and compliance by Purchaser with the terms and conditions of this Agreement and the Pledge Agreement (as hereinafter defined) shall be secured by a pledge of the Shares, in conjunction with which Purchaser shall execute a Stock Pledge Agreement in the form attached hereto as Exhibit B (the "Pledge Agreement"). Purchaser --------- Purchaser shall deliver the cash or check, the Note and the Pledge Agreement to the Company prior to the Closing Date, each dated as of the Closing Date. In connection with the purchase of Shares hereunder, Purchaser acknowledges that he or she has reviewed the memorandum regarding Section 83(b) of the Internal Revenue Code of 1986, as amended, attached hereto as Exhibit C. ---------.

Sales and Purchase of Shares. The Company hereby agrees to sell to ---------------------------- Purchaser, subject to the conditions and restrictions contained in this Agreement, and Purchaser hereby agrees to purchase from the Company, [_______________ (________) ] shares of common stock, stock $0.01 par value $.0001 per share (individually, a "Share," and collectively, the "Shares"), ) of the Company, at a price of $[______ ] per Share, for an aggregate purchase price of [_______________ _____________ ($________) ] (the "Purchase Price"). The Purchase Price shall be payable by delivery of (a) cash or Purchaser's check in the amount of [______________________________ ($_______)], and (b) a secured promissory note of Purchaser issued to the Company (in the form attached hereto as Exhibit AC) for --------- [___________________ ($_______) of the Purchase Price due five (5) years from the effective date hereof ] (the "Note"). Payment of all amounts owed under the Note and compliance by Purchaser with the terms and conditions of this Agreement and the Pledge Agreement (as hereinafter defined) shall be secured by a pledge of the Shares, in conjunction with which Purchaser shall execute a Stock Pledge Agreement in the form attached hereto as Exhibit B D (the --------- "Pledge Agreement"). --------- Purchaser shall deliver the cash or check, the Note and the Pledge Agreement to the Company prior to the Closing Date, each dated as of the Closing Date. In connection with the purchase of Shares hereunder, Purchaser acknowledges that he or she has reviewed the memorandum regarding Informational Memorandum dated August, 1998 relating to the Plan, including the discussion of Section 83(b) of the Internal Revenue Code of 1986, as amended, attached hereto as Exhibit C. ---------.