Common use of Series B Preferred Stock Clause in Contracts

Series B Preferred Stock. (a) Upon the execution and delivery of this Agreement the I-Link Escrow Agreement shall terminate, and Buyers shall issue instructions to the escrow agent under those agreements to release and deliver out of escrow all shares of Series B Preferred Stock held in escrow under the I-Link Escrow Agreement. (b) Concurrently with the execution of this Agreement by the parties, I-Link is tendering to Buyers for conversion to common stock of Buyers all shares of Series B Preferred Stock registered in the name of I-Link, and Buyers agrees and acknowledges that effective on the date of such conversion it is obligated to pay to I-Link all dividends accrued through that date in accordance with the terms of the Series B Convertible Preferred Stock. By virtue of such conversion, Buyers shall issue and deliver to I-Link a certificate for 750,000 shares of common stock, and shall issue and deliver the remaining 750,000 shares of common stock issuable on conversion in accordance with paragraph 2(c), below. (c) Concurrently with the execution and delivery of this Agreement by the parties, I-Link is signing and delivering the Securities Purchase Agreement dated March 10, 2004, to which Buyers, I-Link, and the Investors named therein are all parties (the "Purchase Agreement"). Pursuant to the terms of the Purchase Agreement, I-Link authorizes and instructs Buyers and its transfer agent to issue and deliver 750,000 shares of common stock issuable on conversion of I-Link's Series B Preferred Stock (the "Selling Stockholder Shares") to the Investors pursuant to the sale of such shares to the Investors as provided therein, and to that end I-link is delivering to Buyers with this Agreement a duly executed stock power, with Medallion signature guarantee, for purposes of effecting such sale. Buyers covenants and agrees that it will not authorize or permit the distribution of any of the proceeds from the sale of the Selling Stockholder Shares nor the delivery of any of the Selling Stockholder Shares to the purchasers unless the purchase price for the Selling Stockholder Shares (less the amount of any sales commission payable by I-link on sale of the Selling Stockholder Shares) is sent from escrow by wire transfer to an account designated by I-Link at the same time any funds are sent from escrow to the Company from the sale of any of its shares of common stock to the Investors. I-Link acknowledges and agrees that it is obligated to pay to Xxxx Capital Partners, LLC a sales commission equal to 5.5% of the gross proceeds derived from the sale of the Selling Stockholder Shares. (d) [Reserved] (e) With respect to the 750,000 shares of common stock issued to I-Link under paragraph 2(b), above, and 58,546 shares of common stock issued to I-Link as dividends on its shares of Series B Preferred Stock (collectively the "Registrable Shares"), Buyers grants to I-Link the right to register the Registrable Securities for sale under the Securities Act of 1933 on the terms set forth in the Registration Rights Agreement attached as Exhibit A to the Purchase Agreement (the "Registration Agreement"). Concurrently with the execution and delivery of this Agreement by the parties, I-Link is signing and delivering to Buyers the Registration Agreement, and Buyers will sign and deliver to I-Link, and will be bound by the terms of, the Registration Agreement on the Closing Date under the Purchase Agreement at the same time Buyers delivers the Registration Agreement to each of the Investors that are a party to the Purchase Agreement. (f) All shares of Buyers common stock issued under this Agreement currently are "restricted securities" with the meaning of Rule 144 adopted under the Securities Act of 1933. Buyers acknowledges that the Rule 144 restriction period for the common stock issued under this Agreement began on May 1, 2003. I-Link represents that it is an accredited investor within the meaning of Rule 501(a)(3) of Regulation D promulgated under the Securities Act of 1933, and is acquiring Buyers common stock for its own account for investment purposes only and not with a view to or for sale in connection with the distribution thereof.

Series B Preferred Stock. As consideration for the Loan, Borrower hereby agrees to issue to Lender five hundred (a500) Upon the execution and delivery of this Agreement the I-Link Escrow Agreement shall terminate, and Buyers shall issue instructions to the escrow agent under those agreements to release and deliver out of escrow all shares of Borrower’s Series B Preferred Stock held in escrow under the INon-Link Escrow Agreement. (b) Concurrently with the execution of this Agreement by the parties, I-Link is tendering to Buyers for conversion to common stock of Buyers all shares of Series B Preferred Stock registered in the name of I-Link, and Buyers agrees and acknowledges that effective on the date of such conversion it is obligated to pay to I-Link all dividends accrued through that date in accordance with the terms of the Series B Voting Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”) to Lender as the date hereof. By virtue of such conversionLender acknowledges and agrees that the Preferred Stock, Buyers shall issue and deliver including any conversion thereof to I-Link a certificate for 750,000 shares of Borrower’s common stock, par value $0.0005 per share (the “Common Stock,” and shall issue and deliver the remaining 750,000 such shares of common stock Common Stock issuable on upon conversion in accordance with paragraph 2(cof the Preferred Stock, the “Conversion Shares”), below. (c) Concurrently with the execution and delivery of this Agreement by the parties, I-Link is signing and delivering the Securities Purchase Agreement dated March 10, 2004, to which Buyers, I-Link, and the Investors named therein are all parties (the "Purchase Agreement"). Pursuant shall be subject to the terms Certificate of Designation, Preferences and Rights of the Purchase AgreementPreferred Stock, I-Link authorizes a copy of which has been previously provider to Lender and instructs Buyers and its transfer agent which provides, among other terms, that each share of Preferred Stock shall convert to issue and deliver 750,000 fifty (50) shares of common stock issuable on conversion Common Stock. In connection with its receipt of I-Link's Series B Preferred Stock (the "Selling Stockholder Shares") to the Investors pursuant to the sale of such shares to the Investors as provided thereinStock, and to that end I-link is delivering to Buyers with this Agreement a duly executed stock power, with Medallion signature guarantee, for purposes of effecting such sale. Buyers covenants and Lender hereby agrees that it will not authorize not, prior to the first anniversary of the date hereof (the “Restricted Period”), offer, pledge, sell, contract to sell, sell any option or permit the distribution of contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly (each, a “Transfer”), any of the proceeds from Preferred Stock and/or Conversion Shares (collectively, the sale “Securities”). The foregoing sentence shall not apply to (a) Transfers of the Selling Stockholder Shares nor Securities as a bona fide gift, (b) Transfers by Lender to any entity that is directly or indirectly controlled by, or is under common control with, Lender or (c) the delivery establishment of any a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of the Selling Stockholder Shares to the purchasers unless the purchase price 1934, as amended, for the Selling Stockholder Shares (less the amount of any sales commission payable by I-link on sale of the Selling Stockholder Shares) is sent from escrow by wire transfer to an account designated by I-Link at the same time any funds are sent from escrow to the Company from the sale of any of its shares of common stock to the Investors. I-Link acknowledges and agrees Securities, provided that it is obligated to pay to Xxxx Capital Partners, LLC a sales commission equal to 5.5% of the gross proceeds derived from the sale of the Selling Stockholder Shares. (d) [Reserved] (e) With respect to the 750,000 shares of common stock issued to I-Link under paragraph 2(b), above, and 58,546 shares of common stock issued to I-Link as dividends on its shares of Series B Preferred Stock (collectively the "Registrable Shares"), Buyers grants to I-Link the right to register the Registrable Securities for sale under the Securities Act of 1933 on the terms set forth in the Registration Rights Agreement attached as Exhibit A to the Purchase Agreement (the "Registration Agreement"). Concurrently with the execution and delivery of this Agreement by the parties, I-Link is signing and delivering to Buyers the Registration Agreement, and Buyers will sign and deliver to I-Link, and will be bound by the terms of, the Registration Agreement on the Closing Date under the Purchase Agreement at the same time Buyers delivers the Registration Agreement to each of the Investors that are a party to the Purchase Agreement. (f) All shares of Buyers common stock issued under this Agreement currently are "restricted securities" with the meaning of Rule 144 adopted under the Securities Act of 1933. Buyers acknowledges that the Rule 144 restriction period such plan does not provide for the common stock issued under this Agreement began on May 1, 2003. I-Link represents that it is an accredited investor within transfer of any Securities during the meaning of Rule 501(a)(3) of Regulation D promulgated under the Securities Act of 1933, and is acquiring Buyers common stock for its own account for investment purposes only and not with a view to or for sale in connection with the distribution thereofRestricted Period (“Permitted Transfers”).

Series B Preferred Stock. As consideration for the Loan, Borrower hereby agrees to issue to Lender one hundred (a100) Upon the execution and delivery of this Agreement the I-Link Escrow Agreement shall terminate, and Buyers shall issue instructions to the escrow agent under those agreements to release and deliver out of escrow all shares of Borrower’s Series B Preferred Stock held in escrow under the INon-Link Escrow Agreement. (b) Concurrently with the execution of this Agreement by the parties, I-Link is tendering to Buyers for conversion to common stock of Buyers all shares of Series B Preferred Stock registered in the name of I-Link, and Buyers agrees and acknowledges that effective on the date of such conversion it is obligated to pay to I-Link all dividends accrued through that date in accordance with the terms of the Series B Voting Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”) to Lender as the date hereof. By virtue of such conversionLender acknowledges and agrees that the Preferred Stock, Buyers shall issue and deliver including any conversion thereof to I-Link a certificate for 750,000 shares of Borrower’s common stock, par value $0.0005 per share (the “Common Stock,” and shall issue and deliver the remaining 750,000 such shares of common stock Common Stock issuable on upon conversion in accordance with paragraph 2(cof the Preferred Stock, the “Conversion Shares”), below. (c) Concurrently with the execution and delivery of this Agreement by the parties, I-Link is signing and delivering the Securities Purchase Agreement dated March 10, 2004, to which Buyers, I-Link, and the Investors named therein are all parties (the "Purchase Agreement"). Pursuant shall be subject to the terms Certificate of Designation, Preferences and Rights of the Purchase AgreementPreferred Stock, I-Link authorizes a copy of which has been previously provider to Lender and instructs Buyers and its transfer agent which provides, among other terms, that each share of Preferred Stock shall convert to issue and deliver 750,000 fifty (50) shares of common stock issuable on conversion Common Stock. In connection with its receipt of I-Link's Series B Preferred Stock (the "Selling Stockholder Shares") to the Investors pursuant to the sale of such shares to the Investors as provided thereinStock, and to that end I-link is delivering to Buyers with this Agreement a duly executed stock power, with Medallion signature guarantee, for purposes of effecting such sale. Buyers covenants and Lender hereby agrees that it will not authorize not, prior to the first anniversary of the date hereof (the “Restricted Period”), offer, pledge, sell, contract to sell, sell any option or permit the distribution of contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly (each, a “Transfer”), any of the proceeds from Preferred Stock and/or Conversion Shares (collectively, the sale “Securities”). The foregoing sentence shall not apply to (a) Transfers of the Selling Stockholder Shares nor Securities as a bona fide gift, (b) Transfers by Lender to any entity that is directly or indirectly controlled by, or is under common control with, Lender or (c) the delivery establishment of any a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of the Selling Stockholder Shares to the purchasers unless the purchase price 1934, as amended, for the Selling Stockholder Shares (less the amount of any sales commission payable by I-link on sale of the Selling Stockholder Shares) is sent from escrow by wire transfer to an account designated by I-Link at the same time any funds are sent from escrow to the Company from the sale of any of its shares of common stock to the Investors. I-Link acknowledges and agrees Securities, provided that it is obligated to pay to Xxxx Capital Partners, LLC a sales commission equal to 5.5% of the gross proceeds derived from the sale of the Selling Stockholder Shares. (d) [Reserved] (e) With respect to the 750,000 shares of common stock issued to I-Link under paragraph 2(b), above, and 58,546 shares of common stock issued to I-Link as dividends on its shares of Series B Preferred Stock (collectively the "Registrable Shares"), Buyers grants to I-Link the right to register the Registrable Securities for sale under the Securities Act of 1933 on the terms set forth in the Registration Rights Agreement attached as Exhibit A to the Purchase Agreement (the "Registration Agreement"). Concurrently with the execution and delivery of this Agreement by the parties, I-Link is signing and delivering to Buyers the Registration Agreement, and Buyers will sign and deliver to I-Link, and will be bound by the terms of, the Registration Agreement on the Closing Date under the Purchase Agreement at the same time Buyers delivers the Registration Agreement to each of the Investors that are a party to the Purchase Agreement. (f) All shares of Buyers common stock issued under this Agreement currently are "restricted securities" with the meaning of Rule 144 adopted under the Securities Act of 1933. Buyers acknowledges that the Rule 144 restriction period such plan does not provide for the common stock issued under this Agreement began on May 1, 2003. I-Link represents that it is an accredited investor within transfer of any Securities during the meaning of Rule 501(a)(3) of Regulation D promulgated under the Securities Act of 1933, and is acquiring Buyers common stock for its own account for investment purposes only and not with a view to or for sale in connection with the distribution thereofRestricted Period (“Permitted Transfers”).

Series B Preferred Stock. As consideration for the Loan, Borrower hereby agrees to issue to Lender four hundred (a400) Upon the execution and delivery of this Agreement the I-Link Escrow Agreement shall terminate, and Buyers shall issue instructions to the escrow agent under those agreements to release and deliver out of escrow all shares of Borrower’s Series B Preferred Stock held in escrow under the INon-Link Escrow Agreement. (b) Concurrently with the execution of this Agreement by the parties, I-Link is tendering to Buyers for conversion to common stock of Buyers all shares of Series B Preferred Stock registered in the name of I-Link, and Buyers agrees and acknowledges that effective on the date of such conversion it is obligated to pay to I-Link all dividends accrued through that date in accordance with the terms of the Series B Voting Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”) to Lender as the date hereof. By virtue of such conversionLender acknowledges and agrees that the Preferred Stock, Buyers shall issue and deliver including any conversion thereof to I-Link a certificate for 750,000 shares of Borrower’s common stock, par value $0.0005 per share (the “Common Stock,” and shall issue and deliver the remaining 750,000 such shares of common stock Common Stock issuable on upon conversion in accordance with paragraph 2(cof the Preferred Stock, the “Conversion Shares”), below. (c) Concurrently with the execution and delivery of this Agreement by the parties, I-Link is signing and delivering the Securities Purchase Agreement dated March 10, 2004, to which Buyers, I-Link, and the Investors named therein are all parties (the "Purchase Agreement"). Pursuant shall be subject to the terms Certificate of Designation, Preferences and Rights of the Purchase AgreementPreferred Stock, I-Link authorizes a copy of which has been previously provider to Lender and instructs Buyers and its transfer agent which provides, among other terms, that each share of Preferred Stock shall convert to issue and deliver 750,000 fifty (50) shares of common stock issuable on conversion Common Stock. In connection with its receipt of I-Link's Series B Preferred Stock (the "Selling Stockholder Shares") to the Investors pursuant to the sale of such shares to the Investors as provided thereinStock, and to that end I-link is delivering to Buyers with this Agreement a duly executed stock power, with Medallion signature guarantee, for purposes of effecting such sale. Buyers covenants and Lender hereby agrees that it will not authorize not, prior to the first anniversary of the date hereof (the “Restricted Period”), offer, pledge, sell, contract to sell, sell any option or permit the distribution of contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly (each, a “Transfer”), any of the proceeds from Preferred Stock and/or Conversion Shares (collectively, the sale “Securities”). The foregoing sentence shall not apply to (a) Transfers of the Selling Stockholder Shares nor Securities as a bona fide gift, (b) Transfers by Lender to any entity that is directly or indirectly controlled by, or is under common control with, Lender or (c) the delivery establishment of any a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of the Selling Stockholder Shares to the purchasers unless the purchase price 1934, as amended, for the Selling Stockholder Shares (less the amount of any sales commission payable by I-link on sale of the Selling Stockholder Shares) is sent from escrow by wire transfer to an account designated by I-Link at the same time any funds are sent from escrow to the Company from the sale of any of its shares of common stock to the Investors. I-Link acknowledges and agrees Securities, provided that it is obligated to pay to Xxxx Capital Partners, LLC a sales commission equal to 5.5% of the gross proceeds derived from the sale of the Selling Stockholder Shares. (d) [Reserved] (e) With respect to the 750,000 shares of common stock issued to I-Link under paragraph 2(b), above, and 58,546 shares of common stock issued to I-Link as dividends on its shares of Series B Preferred Stock (collectively the "Registrable Shares"), Buyers grants to I-Link the right to register the Registrable Securities for sale under the Securities Act of 1933 on the terms set forth in the Registration Rights Agreement attached as Exhibit A to the Purchase Agreement (the "Registration Agreement"). Concurrently with the execution and delivery of this Agreement by the parties, I-Link is signing and delivering to Buyers the Registration Agreement, and Buyers will sign and deliver to I-Link, and will be bound by the terms of, the Registration Agreement on the Closing Date under the Purchase Agreement at the same time Buyers delivers the Registration Agreement to each of the Investors that are a party to the Purchase Agreement. (f) All shares of Buyers common stock issued under this Agreement currently are "restricted securities" with the meaning of Rule 144 adopted under the Securities Act of 1933. Buyers acknowledges that the Rule 144 restriction period such plan does not provide for the common stock issued under this Agreement began on May 1, 2003. I-Link represents that it is an accredited investor within transfer of any Securities during the meaning of Rule 501(a)(3) of Regulation D promulgated under the Securities Act of 1933, and is acquiring Buyers common stock for its own account for investment purposes only and not with a view to or for sale in connection with the distribution thereofRestricted Period (“Permitted Transfers”).