Common use of Purchase and Sale of the Notes Clause in Contracts

Purchase and Sale of the Notes. At the Closing (as defined herein), the Undersigned hereby agrees to cause each Holder to sell to the Company the aggregate principal amount of Existing Notes (collectively the “Purchased Notes”), and in exchange therefor the Company, hereby agrees to purchase such Purchased Notes for cash, all as set forth opposite such Holder’s name on Exhibit A hereto. The closing of the Transaction (the “Closing”) shall occur on the third business days after the date of this Agreement. On the date of the Closing, each Holder shall (a) deliver or cause to be delivered to the Company all right, title and interest in and to its Purchased Notes (and no other consideration) free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Purchased Notes free and clear of any Liens and (b) deliver or cause to be delivered to the Company the applicable IRS forms described in Section 4.5, in exchange for the amount of cash specified on Exhibit A hereto (the “Cash Consideration”) (or, if there are no Accounts, the Company shall deliver to the Undersigned, as the sole Holder, the Cash Consideration applicable to such Holder as set forth on Exhibit A hereto). Upon and subject to the terms set forth in this Agreement, at the Closing, the Company hereby agrees to pay to each Holder an amount in cash equal to the accrued but unpaid interest, if any, on such Holder’s Purchased Notes as set forth on Exhibit A under the heading “Interest Settlement” (such amount, the “Interest Settlement”).

Purchase and Sale of the Notes. At (a) Subject to the Closing (as defined herein)terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Undersigned Purchaser agrees to purchase from the Issuer, and the Issuer hereby agrees to cause each Holder to sell to the Company Purchaser, the aggregate principal amount of Existing the above- referenced Notes set forth on Schedule I (collectively the “Purchased Notes”), and in exchange therefor the Company, hereby agrees to purchase such Purchased Notes for cash, all [adjusted as set forth opposite such Holder’s name on Exhibit A hereto. The closing of the Transaction (the “Closing”) shall occur on the third business days after the date of this Agreement. On the date of the Closing, each Holder shall (a) deliver or cause to be delivered to the Company all right, title and interest in and to its Purchased Notes (and no other consideration) free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm provided in the Company all right, title and interest in and to preceding paragraph,] at the Purchased Notes free and clear of any Liens and (b) deliver or cause to be delivered to the Company the applicable IRS forms described in Section 4.5, in exchange for the amount of cash specified on Exhibit A hereto (the “Cash Consideration”) (or, if there are no Accounts, the Company shall deliver to the Undersigned, as the sole Holder, the Cash Consideration applicable to such Holder as purchase price set forth on Exhibit A hereto). Upon and subject to Schedule I under the terms set forth heading “Purchase Price.” As provided in this Agreement, at the ClosingSection 7 hereof, the Company hereby agrees to pay to each Holder Purchaser shall deduct from such Purchase Price an origination fee of 0.10% of the principal amount in cash equal to of the accrued but unpaid interest, if any, Notes being purchased by the Purchaser. The Notes shall mature on such Holder’s Purchased Notes as the date set forth on Exhibit A Schedule I under the heading “Maturity Date,” shall bear interest from their dated date payable on the dates set forth on Schedule I under the heading “Interest SettlementPayment Dates” (and at the rate determined as provided on Schedule I under the heading “Interest Rate” and shall have such amountother terms as are set forth on Schedule I. Such Notes shall be in the form set forth in Exhibit E hereto and shall have the credit as described on Schedule I under the heading “Credit for the Notes” and are being issued pursuant to and in accordance with the provisions of the applicable law and the Authorizing Actions of the Issuer described on Schedule I under the heading “Authorizing Actions.” With the approval of the Purchaser, the “Interest Settlement”)Notes may contain a provision permitting the Issuer to require the Purchaser to sell all or a portion of its Notes back to the Issuer on any business day at a price of 100% of the principal amount thereof [plus any unamortized premium] plus accrued interest to the purchase date upon five (5) business days’ notice.

Purchase and Sale of the Notes. At Subject to the Closing (as defined terms and conditions set forth herein), the Undersigned hereby agrees to cause each Holder to Company shall issue and sell to each Investor, and each Investor shall purchase from the Company Company, convertible promissory notes, in the aggregate principal amount of Existing Notes form attached hereto as Exhibit A (collectively each, a “Note” and together, the “Purchased Notes”), and in exchange therefor an amount up to the Company, hereby agrees to purchase such Purchased Notes for cash, all as principal amount set forth opposite on the signature page hereto executed by such Holder’s name on Investor and common stock purchase warrants, in the form attached hereto as Exhibit A heretoB (each, a “Warrant” and together, the “Warrants”). The closing Subject to the terms and conditions set forth herein, the sale and purchase of Notes and Warrants shall be conducted in tranches (each, a “Tranche” and together, the Transaction “Tranches”) consisting of (x) an initial tranche (the “ClosingInitial Tranche”) shall occur on the third business days after the date of this Agreement. On the date (i) an aggregate Principal Amount of the ClosingNotes of up to Two Million and zero/100 Dollars ($2,000,000.00) and including an original issue discount of up to an aggregate of Three Hundred Thousand and zero/100 Dollars ($300,000.00), each Holder shall and (aii) deliver or cause Warrants to be delivered purchase a number of shares of Common Stock equal to the Company all rightapplicable Warrant Share Amounts with respect to such Tranche, title and interest in and to its Purchased Notes (and no other considerationy) free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Purchased Notes free and clear of any Liens and (b) deliver or cause to be delivered to the Company the applicable IRS forms described in Section 4.5, in exchange for the amount of cash specified on Exhibit A hereto a second tranche (the “Cash ConsiderationSecond Tranche”) of (ori) an aggregate Principal Amount of Notes of up to Three Hundred Fifty Thousand and zero/100 Dollars ($350,000.00) and including an original issue discount of up to an aggregate of Fifty Two Thousand Five Hundred and zero/100 Dollars ($52,500.00), if there are no Accounts, the Company shall deliver and (ii) Warrants to the Undersigned, as the sole Holder, the Cash Consideration applicable to such Holder as set forth on Exhibit A hereto). Upon and subject to the terms set forth in this Agreement, at the Closing, the Company hereby agrees to pay to each Holder an amount in cash purchase a number of shares of Common Stock equal to the accrued but unpaid interestapplicable Warrant Share Amounts with respect to such Tranche and (z) up to three subsequent Tranches each of which shall be in (i) an aggregate Principal Amount of Notes of up to One Million and zero/100 Dollars ($1,000,000) each and each including an original issue discount of fifteen percent (15.0%) of the applicable Principal Amount, if anyand (ii) Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranches. The purchase price of a Note and its accompanying Warrant shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the Principal Amount represented by such Note (a “Purchase Price”). For purposes of this Agreement and the other Transaction Documents, on such Holder’s Purchased Notes as set forth on Exhibit A under the heading “Interest Settlement” (such amountaggregate Principal Amounts of all the Notes, shall be referred to together as, the “Interest SettlementAggregate Principal Amount; the aggregate original issue discounts of the Notes shall be referred to together as, the “OID; and the aggregate Funding Amounts of all of the Notes, shall be referred to together as, the “Aggregate Funding Amount”).

Purchase and Sale of the Notes. At Upon the Closing (as defined terms and conditions and upon the basis of the representations and agreements set forth herein), the Undersigned Purchaser hereby agrees to cause each Holder purchase from the Issuer, and the Issuer hereby agrees to sell to the Company Purchaser, the Issuer’s Notes, Series 2007, in the aggregate principal amount of Existing Notes up to $100,000,000 (collectively the “Purchased Initial Notes”), and in exchange therefor the Company, hereby agrees to purchase such Purchased Notes for cash, all as set forth opposite such Holder’s name on Exhibit A hereto. The closing of the Transaction (the “Closing”) shall occur on the third business days after the date of this Agreement. On the date of the Closing, each Holder shall (a) deliver or cause to be delivered to the Company all right, title and interest in and to its Purchased Notes (and no other consideration) free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm additional notes in the Company all right, title and interest in aggregate principal amount of up to $25,000,000 if and to the Purchased Notes free extent requested by the Issuer, and clear of any Liens and (b) deliver or cause agreed to be delivered to by the Company the applicable IRS forms described in Section 4.5Purchaser, in exchange for the amount of cash specified on Exhibit A hereto (the “Cash Consideration”) (or, if there are no Accounts, the Company shall deliver to the Undersigned, as the sole Holder, the Cash Consideration applicable to such Holder as set forth on Exhibit A hereto). Upon pursuant and subject to the terms of the Indenture, including, but not limited to, the fulfillment of certain conditions (as defined below) (the “ Additional Notes”) (the Initial Notes and the Additional Notes, collectively, the “Notes”). The Notes are being sold by the Issuer to the Purchaser, a sophisticated institutional investor, which has conducted its own independent review of the security for the Notes, in a direct, private placement transaction, and no official statement or other offering document has been or will be prepared in connection with such sale and purchase transaction. The Notes will be as described in, and will be issued and secured under the provisions of, the Trust Indenture, dated as of May 7, 2007 (the “Indenture”), by and between the Issuer and U.S. Bank Trust National Association, as trustee (the “Trustee”), the form of which is attached hereto as Exhibit A. The Notes will be dated the date of issuance thereunder, will mature on the Maturity Date (as defined in the Indenture) and will be subject to optional redemption as set forth in this Agreementthe Indenture. The Notes shall be issued in a single series and designated as “Series 2007,” each with an aggregate stated principal amount of at least U.S. $100,000 and integrals of U.S. $5000 in excess thereof. The purchase price for the each Note will be 100% of the initial principal amount of the Note, plus accrued interest thereon calculated at the ClosingNote Rate from the dated date of the Note through the date of purchase by the Purchaser. The Notes shall bear interest in accordance with Section 2.02 of the Indenture, and shall otherwise have the Company hereby agrees to pay to each Holder an amount terms provided in cash equal to the accrued but unpaid interest, if any, on such Holder’s Purchased Notes as set forth on Exhibit A under the heading “Interest Settlement” (such amount, the “Interest Settlement”)Indenture.