Common use of Future Purchases Clause in Contracts

Future Purchases. (i) The Company unconditionally and irrevocably agrees to issue, and the Buyer agrees to purchase, up to an additional $1,000,000 liquidation amount of Preferred Stock (the "Additional Preferred Stock") in two tranches of $500,000 each (the "Additional Tranches"), on the terms and subject to the conditions hereinafter provided. (ii) The closing for each Additional Tranche shall occur on a date (the "Additional Closing Date"), which date shall not be later than the thirty (30) days and sixty (60) days respectively after the Effective Date (as defined below) or as otherwise mutually agreed upon by the Company and the Buyer. The closing of the Additional Tranche shall be conducted upon the same terms and conditions as those applicable to the Initial Preferred Stock. (iii) On each Additional Closing Date, (A) the Registration Statement required to be filed under the Registration Rights Agreement shall continue to be effective, (B) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the Additional Preferred Stock shall constitute the Company's making each such representation and warranty as of such date), and (C) the Market Price of the Common Stock (as defined below) for each of the five (5) trading days immediately preceding the Additional Closing Date shall exceed $2.50 per share, (D) the average daily share volume for the Common Stock for the ten (10) trading day period preceding the Additional Closing Date shall have equaled or exceeded 25,000 shares of Common Stock, (E) there shall have been no material adverse changes (financial or otherwise) in the business or conditions of the Company from the Closing Date through and including the Additional Closing Date (and the Company's issuance of the Additional Preferred Stock shall constitute the Company's making such representation and warranty as of such date), and (F) the Common Stock issuable upon conversion of the Additional Preferred Stock and upon exercise of the Additional Warrants, together with the Common stock issuable upon conversion of the Preferred Stock and exercise of the Warrants previously issued will not at a conversion or exercise price equal to 66% of the Market Price on such Additional Closing Date, result in the issuance of more than 20% of the Company's outstanding Common Stock in accordance with NASDAQ Rule 4310(c)(25)(H)(i)(d)(2) ("Cap Regulations"). (iv) The term "Market Price of the Common Stock" means, the closing bid price of the Common Stock as reported, at the option of the Buyer, by Bloomberg, LP or the National Association of Securities Dealers.

Future Purchases. (i) The Company Buyer unconditionally and irrevocably agrees to issue, and the Buyer agrees to purchase, purchase up to an additional $1,000,000 amount equal to the Purchase Price for the Initial Preferred Stock, in liquidation amount value of Preferred Stock (the "Additional Preferred Stock") in two one or more tranches of $500,000 each (the "Additional Tranches"), on the terms and subject to the satisfaction of the conditions hereinafter provided. (ii) provided in this Agreement relating to the Buyer's purchase of the Additional Preferred Stock. The closing for each $875,000 of Additional Tranche shall occur on a date (the "Additional Closing Date"), which date shall not be no later than December 31, 1997, and the balance by February 15, 1998 if the average closing bid price of the Company's Common Stock for the ten (10) consecutive trading days ending the fifth day prior to the requested closing date is not less than $1.50 per share; otherwise the closing date would be not later than thirty (30) trading days and sixty (60) days respectively after the Effective Date (as defined below) or as otherwise mutually agreed upon by the Company and the Buyer. The closing effective date of the Additional Tranche shall be conducted Company's registration statement, upon the same terms and conditions as those applicable to the Initial Preferred Stock. (iii) On Stock issued pursuant to this Agreement, except as set forth below. The Buyer's obligation to purchase the Additional Preferred Stock on each Additional Closing Date, Date (Aas defined below) shall be contingent upon the Registration Statement required to be filed under satisfaction of the Registration Rights Agreement shall continue to be effective, following conditions: On such Additional Closing Date (Bi) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the Additional Preferred Stock shall constitute the Company's making each such representation and warranty as of such date), and (Cii) the Market Price of the Common Stock average closing bid price (as defined belowin the Certificate of Designations) for each of the five (5) trading days immediately preceding on the Additional Closing Date shall exceed $2.50 1.00 per share, (Diii) the average daily share dollar volume for the Common Stock for the ten twenty (1020) trading day period days preceding the such Additional Closing Date shall have equaled or exceeded 25,000 shares of Common Stock$_____________, and (Eiv) there shall have been no material adverse changes (financial or otherwise) in the business or conditions of the Company from the Closing Date through and including the Additional Closing Date (and the Company's issuance of the Additional Preferred Stock shall constitute the Company's making each such representation and warranty as of such date). Each share of Additional Preferred Stock shall (x) have terms similar to those of the Initial Preferred Stock, except that the Conversion Price formula will use eighty (80%) percent of the average closing bid price for the ten (10) trading days prior to the conversion for any amount that closes after December 31, 1997, and 77.5% of the average closing bid price for all other amounts raised in the second tranche, and (Fy) be convertible until December 31, 1999, and shall be deemed automatically converted, to the Common Stock issuable upon conversion of the Additional Preferred Stock and upon exercise of the Additional Warrantsextent not previously converted, together with the Common stock issuable upon conversion of the Preferred Stock and exercise of the Warrants previously issued will not at a conversion or exercise price equal to 66% of the Market Price on such Additional Closing DateDecember 31, result in the issuance of more than 20% of the Company's outstanding Common Stock in accordance with NASDAQ Rule 4310(c)(25)(H)(i)(d)(2) ("Cap Regulations")1999. (iv) The term "Market Price of the Common Stock" means, the closing bid price of the Common Stock as reported, at the option of the Buyer, by Bloomberg, LP or the National Association of Securities Dealers.

Future Purchases. (i) The Company Buyer hereby unconditionally and irrevocably agrees to issue, and purchase from the Buyer agrees to purchase, up to an Company additional $1,000,000 liquidation amount of Preferred Common Stock (the "Additional Preferred Common Stock") in two tranches of $500,000 each (the "one or more Additional Tranches"), for an aggregate purchase price of up to $10,000,000, at a price equal to Eighty Five Percent (85%) of the average closing bid price (as reported by Bloomberg LP) for the five (5) consecutive days immediately prior to the to the closing of the Additional Tranche and on the terms and subject to the terms and conditions hereinafter providedprovided this Section 4(g). (ii) Commencing three (3) business days after the Effective Date covering both (A) the Registrable Securities applicable to the Preferred Stock and Warrants purchased on the Initial Closing Date and (B) the Additional Common Stock to be issued pursuant hereto, the Company may give a notice (a "Tranche Notice") to the Buyer, with a copy to the Escrow Agent. In the event that the Company files separate Registration Statements for the Registrable Securities applicable to the Preferred Stock (and Warrants) and the Additional Common Stock, the Company may deliver the first Tranche Notice three (3) business days after the both Registration Statements have been declared effective. The date the Tranche Notice is given to the Buyers is referred to as the "Tranche Notice Date." The Tranche Notice shall specify (x) the aggregate purchase price of the Additional Common Stock (which amount shall in no event be less than $50,000 or more than $2,000,000 in any given Tranche Notice, subject to the further maximum dollar limitations set forth in the "10 Day Draw Down (Put) Availability Matrix" attached hereto as Annex VII) and the Buyer's Allocable Share thereof and (y) the date of the closing for each Additional Tranche shall occur on a date (the "Additional Closing Date" or a ")Closing Date") for such Additional Tranche, which date Additional Closing Date shall not be earlier than the later than of thirty (30) days after the immediately preceding Closing Date or ten (10) business days after the relevant Tranche Notice Date. For example, if the average daily volume during the thirty (30) days prior to the Additional Closing Date equals 70,000 shares and sixty the average closing bid price for the Common Stock during the five (605) days respectively after the Effective Date (as defined below) or as otherwise mutually agreed upon by the Company and the Buyer. The closing of immediately prior to the Additional Closing Date was $4.00, than the maximum aggregate purchase price shall not exceed $420,000. If the maximum aggregate purchase price is less than such amount set forth on the Tranche Notice (due to a decline in the stock price or a decrease in the daily average volume), the aggregate purchase for the Additional Common Stock to be sold on the applicable Additional Closing Date shall be conducted upon the same terms and conditions as those applicable reduced to the Initial Preferred Stocksuch maximum. (iii) On Except as specifically provided in this Section 4(g), the purchase and sale of Additional Common Stock effected on each Additional Closing Date shall be conducted as if it were the transactions referred to in the Transaction Agreements (other than this Section 4(g)). By way of illustration, and not in limitation, of the foregoing, each of the Company and the Buyer shall be deemed to have made all of the representation, warranties and covenants set forth in the Transaction Agreements as of the Additional Closing Date, and the terms of the Registration Rights Agreement will apply to the Additional Common Stock and the related Warrants. Specifically, the Company acknowledges its obligation to register the Registrable Securities applicable to each Additional Tranche independent of any other effective registration applicable to Registrable Securities relating to the Preferred Stock or prior Additional Common Stock and related Warrants purchased on any prior Closing Date. (iv) It shall be a condition to the Company's right to issue a Tranche Notice (and Buyer's obligation to purchase the Additional Common Stock) that, as of both the Tranche Notice Date and the relevant Additional Closing Date, (A) the Registration Statement or Statements required to be filed under the Registration Rights Agreement for all Additional Common Stock and all Registrable Securities relating to the Preferred Stock and related Warrants purchased prior to and on the Additional Closing Date contemplated by the current Tranche Notice shall have been declared effective and shall continue to be effectiveeffective (and the Company's issuance of the Additional Common Stock shall constitute the Company's confirmation thereof as of such date), (B) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the Additional Preferred Common Stock shall constitute the Company's making each such representation and warranty as of such date), ) and (C) the Market Price of the Common Stock (as defined below) for each of the five (5) trading days immediately preceding the Additional Closing Date shall exceed $2.50 per share, (D) the average daily share volume for the Common Stock for the ten (10) trading day period preceding the Additional Closing Date shall have equaled or exceeded 25,000 shares of Common Stock, (E) there shall have been no material adverse changes (financial or otherwise) in the business or conditions of the Company from the Initial Closing Date through and including the Additional Closing Date (and the Company's issuance of the Additional Preferred Stock shall constitute the Company's making such representation and warranty as of such date), ) and (FC) the Common Stock issuable upon conversion Company shall cause its legal counsel to issued an opinion letter substantially in the form of Annex III hereto. (v) It shall be a condition to the Company's right to issue a Tranche Notice that, as of the Additional Preferred Stock and upon exercise of the Additional Warrants, together with the Common stock issuable upon conversion of the Preferred Stock and exercise of the Warrants previously issued will not at a conversion or exercise price equal to 66% of the Market Price on such Additional Closing Date, result in (A) the issuance of more than 20% of the Company's outstanding Common Stock in accordance with NASDAQ Rule 4310(c)(25)(H)(i)(d)(2) ("Cap Regulations"). (iv) The term "Market Price of the Common Stock" meansStock for the thirty (30) consecutive trading days ending on the day before the Additional Closing Date, as adjusted to reflect any stock splits, reverse stock splits or stock dividends effected or declared after the initial Closing Date contemplated by this Agreement, be One Hundred Thousand Dollars ($100,000) or more, (B) the average daily trading volume for the thirty (30) consecutive trading days ending the day before the relevant Additional Closing Date be One Hundred Thousand (100,000) or more shares, and (C) the aggregate dollar volume of the reported market transactions in the Company's Common Stock for the thirty (30) consecutive trading days ending on the day before the Additional Closing Date be $1.00 or more (all as reported by Bloomberg, LLC). The maximum amount (vi) Except to the extent specifically contemplated by the provisions of this Section 4(g), the closing bid price of each Additional Tranche shall be conducted upon the same terms and conditions as those applicable to the closing held on the Initial Closing Date. (vii) If there is more than one Buyer and if all of the conditions contemplated by this Section 4(g) have been met or have been waived by the relevant parties and, for any reason, a Buyer does not purchase the Additional Purchased Shares allocable to such Buyer on an Additional Closing Date as provided above, each of the other Buyers shall have the option to purchase the Additional Purchased Shares (and if there be more than one such Buyer elected to exercise such option, pro rata among them based on their relative Buyer's Allocable Shares) not then being purchased by such Buyer. The Buyer not purchasing the Additional Purchased Shares shall not have the right to purchase any other Additional Purchased Shares. (viii) The Buyer's obligations under this Section 4(g) shall terminate (x) if the Company's available shares do not satisfy the provisions of Section 4(h) hereof at any time, (y) on the date which is four (4) months after the Required Effective Date (as defined in the Registration Rights Agreement) of the Registration Statement covering the Registrable Securities applicable to the Initial Preferred Stock and the related Warrants (the "First Registration Statement"), if such First Registration Statement has not been declared effective by such date, or (z) on the date which is thirty-six (36) months after the last day of the month in which the Effective Date of the First Registration Statement occurs. (ix) The Buyer's obligation to purchase Additional Common Stock pursuant to this Section 4(g) shall be subject to the provisions of Section 2.I. (x) As of each Additional Closing Date, the Common Stock as reportedshall be listed and traded on a national exchange, at the option of the Buyer, by Bloomberg, LP "NASDAQ - Small Cap" or the National Association of Securities Dealers"NASDAQ - Bulletin Board."

Future Purchases. (i) The Company unconditionally and irrevocably agrees agrees, at the option of the Buyer, to issue, and the Buyer agrees to purchase, issue up to an additional $1,000,000 liquidation 1,500,000 principal amount of Preferred Stock Debentures (the "Additional Preferred StockDebentures") in two tranches of $500,000 each one tranche (the "Additional TranchesTranche"), on the terms and subject to the conditions hereinafter provided. (ii) The closing for each the Additional Tranche shall occur on a date (the "Additional Closing Date"), which date shall not be later than the thirty forty-five (3045) days and sixty (60) days respectively after the Effective Date (as defined below) or as otherwise mutually agreed upon by the Company and the Buyer. The closing of the Additional Tranche shall be conducted upon the same terms and conditions as those applicable to the Initial Preferred StockDebentures. (iii) On each the Additional Closing Date, (A) the Registration Statement required to be filed under the Registration Rights Agreement shall continue to be effective, (B) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the Additional Preferred Stock Debenture shall constitute the Company's making each such representation and warranty as of such date), and (C) the Market Price of the Common Stock (as defined below) for each of the five (5) trading days immediately preceding the Additional Closing Date shall exceed $2.50 2.30 per share, (D) the average daily share dollar volume for trading for the Common Stock for each of the ten (10) trading day period days preceding the Additional Closing Date shall have equaled or exceeded 25,000 shares of Common Stock$120,000.00, and (E) there shall have been no material adverse changes (financial or otherwise) in the business or conditions of the Company from the Closing Date through and including the Additional Closing Date (and the Company's issuance of the Additional Preferred Stock Debentures shall constitute the Company's making such representation and warranty as of such date), and (F) the Common Stock issuable upon conversion of the Additional Preferred Stock and upon exercise of the Additional Warrants, together with the Common stock issuable upon conversion of the Preferred Stock and exercise of the Warrants previously issued will not at a conversion or exercise price equal to 66% of the Market Price on such Additional Closing Date, result in the issuance of more than 20% of the Company's outstanding Common Stock in accordance with NASDAQ Rule 4310(c)(25)(H)(i)(d)(2) ("Cap Regulations"). (iv) The term "Market Price of the Common Stock" means, the closing bid price of the Common Stock as reported, at the option of the Buyer, by Bloomberg, LP or the National Association of Securities Dealers.