Common use of Purchase of Preferred Shares Clause in Contracts

Purchase of Preferred Shares. The Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such number of shares of Series I Preferred Stock (collectively, together with any Series I Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES I PREFERRED SHARES") and Series II Preferred Stock (collectively, together with any Series II Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES II PREFERRED SHARES" and, collectively with the Series I Preferred Shares, the "PREFERRED SHARES") for the aggregate purchase price with respect to the First Closing (as defined below) and the Second Closing (as defined below) (each, a "PURCHASE PRICE" and collectively, the "PURCHASE PRICES") as is set forth immediately below such Buyer's name on the signature pages hereto. The issuance sale and purchase of the Preferred Shares shall take place at two (2) closings, the first of which is hereinafter referred to as the "FIRST CLOSING" and the second of which is hereinafter referred to as the "SECOND CLOSING." The aggregate number of Series I Preferred Shares to be issued at the First Closing is Five Thousand (5,000), for an aggregate purchase price of Five Million Dollars ($5,000,000) and the aggregate number of Series II Preferred Shares to be issued at the Second Closing is three thousand (3,000), for an aggregate purchase price of Three Million Dollars ($3,000,000). Subject to the satisfaction (or waiver) of the conditions thereto set forth in Section 6 and Section 7 below, (i) at the First Closing, the Company shall issue and sell to each Buyer and each Buyer shall purchase from the Company the number of Series I Preferred Shares which such Buyer is purchasing hereunder and as set forth below such Buyer's name on the signature pages hereto for the Purchase Price to be paid by such Buyer in respect of the First Closing and (ii) at the Second Closing, the Company shall issue and sell to each Buyer and each Buyer shall purchase from the Company the number of Series II Preferred Shares which such Buyer is purchasing hereunder and as set forth below such Buyer's name on the signature pages hereto for the Purchase Price to be paid by such Buyer in respect of the Second Closing.

Purchase of Preferred Shares. The Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such number of shares of Series I Preferred Stock (collectively, together with any Series I Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES I PREFERRED SHARES") and Series II Preferred Stock (collectively, together with any Series II Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES II PREFERRED SHARES" and, collectively with the Series I Preferred Shares, the "PREFERRED SHARES") for the aggregate purchase price with respect to the First Closing (as defined below) and the Second Closing (as defined below) (each, a "PURCHASE PRICE" and collectively, the "PURCHASE PRICES") as is set forth immediately below such Buyer's name on the signature pages hereto. The issuance sale and purchase of the Preferred Shares shall take place at two (2) closings, the first of which is hereinafter referred to as the "FIRST CLOSING" and the second of which is hereinafter referred to as the "SECOND CLOSING." The aggregate number of Series I Preferred Shares to be issued at the First Closing is Five Thousand (5,000), for an aggregate purchase price of Five Million Dollars ($5,000,000) and the aggregate number of Series II Preferred Shares to be issued at the Second Closing is three thousand (3,000), for an aggregate purchase price of Three Million Dollars ($3,000,000). Subject to the satisfaction (or waiver) of the conditions thereto set forth in Section 6 Sections 6(a) and Section 7 below7(a), the Company shall issue and sell to the Buyers and the Buyers severally shall purchase from the Company an aggregate of 500 Initial Preferred Shares, in the respective amounts set forth opposite each Buyer's name on the Schedule of Buyers along with one Warrant for each Preferred Share purchased (ithe "INITIAL CLOSING"). Subject to satisfaction (or waiver) of the conditions set forth in Sections 1(c), 6(b) and 7(b), at the First Closingoption of each Buyer, the Company shall issue and sell to each such Buyer and each such Buyer shall purchase from the Company at multiple closings, if applicable, an aggregate of up to that number of Additional Preferred Shares, along with the related Warrants, equal to the sum of (i) the number of Series I Initial Preferred Shares which held by such Buyer on the date which is purchasing hereunder 180 days after the Initial Closing Date, (ii) the number of Initial Preferred Shares converted by such Buyer at a Conversion Price equal to the Fixed Conversion Price prior to the date which is 180 days after the Initial Closing Date, (iii) the number of Put Preferred Shares held by such Buyer on the date which is 180 days after the Put Closing Date and as (iv) the number of Put Preferred Shares converted by such Buyer at a Conversion Price equal to the Fixed Conversion Price prior to the date which is 180 days after the Put Closing Date (the "ADDITIONAL CLOSINGS"). Subject to satisfaction (or waiver) of the conditions set forth below in Sections 1(d), 1(e), 6(c) and 7(c), the Company may require that each Buyer purchase that number of additional Preferred Shares, along with the related Warrants, equal to such Buyer's name pro rata portion of up to 750 Preferred Shares (based on the signature pages hereto for number of Initial Preferred Shares each Buyer purchased in relation to the Purchase Price to be paid total number of Initial Preferred Shares purchased by such Buyer in respect of the First Closing and Buyers) (ii) at the Second "PUT CLOSING"). The Initial Closing, the Company shall issue Additional Closings and sell the Put Closing collectively are referred to in this Agreement as the "CLOSINGS." The purchase price (the "PURCHASE PRICE") of each Buyer Preferred Share and the related Warrant at each Buyer shall purchase from the Company the number of Series II Preferred Shares which such Buyer is purchasing hereunder and as set forth below such Buyer's name on the signature pages hereto for the Purchase Price to be paid by such Buyer in respect of the Second ClosingClosings shall be $10,000.

Purchase of Preferred Shares. The Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such number of shares of Series I Preferred Stock (collectively, together with any Series I Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES I PREFERRED SHARES") and Series II Preferred Stock (collectively, together with any Series II Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES II PREFERRED SHARES" and, collectively with the Series I Preferred Shares, the "PREFERRED SHARES") for the aggregate purchase price with respect to the First Closing (as defined below) and the Second Closing (as defined below) (each, a "PURCHASE PRICE" and collectively, the "PURCHASE PRICES") as is set forth immediately below such Buyer's name on the signature pages hereto. The issuance sale and purchase of the Preferred Shares shall take place at two (2) closings, the first of which is hereinafter referred to as the "FIRST CLOSING" and the second of which is hereinafter referred to as the "SECOND CLOSING." The aggregate number of Series I Preferred Shares to be issued at the First Closing is Five Thousand (5,000), for an aggregate purchase price of Five Million Dollars ($5,000,000) and the aggregate number of Series II Preferred Shares to be issued at the Second Closing is three thousand (3,000), for an aggregate purchase price of Three Million Dollars ($3,000,000). Subject to the satisfaction (or waiver) of the conditions thereto set forth in Section 6 Sections 6(a) and Section 7 below7(a), the Company shall issue and sell to the Buyers and the Buyers severally shall purchase from the Company an aggregate of up to 600 Initial Preferred Shares, in the respective amounts set forth opposite each Buyer's name on the Schedule of Buyers (ithe "INITIAL CLOSING"). Subject to satisfaction (or waiver) of the conditions set forth in Sections 1(c), 6(b) and 7(b), at the First Closingoption of each Buyer, the Company shall issue and sell to each such Buyer and each such Buyer shall purchase from the Company at multiple closings, if applicable, an aggregate of up to that number of Additional Preferred Shares, equal to the sum of (i) the number of Series I Initial Preferred Shares which held by such Buyer on the date which is purchasing hereunder 210 days after the Initial Closing Date, (ii) the number of Initial Preferred Shares converted by such Buyer at a Conversion Price equal to the Fixed Conversion Price prior to the date which is 210 days after the Initial Closing Date, (iii) the number of Put Preferred Shares held by such Buyer on the date which is 210 days after the Put Closing Date and as (iv) the number of Put Preferred Shares converted by such Buyer at a Conversion Price equal to the Fixed Conversion Price prior to the date which is 210 days after the Put Closing Date (the "ADDITIONAL CLOSINGS"); provided, however, that each Buyer, including any assignees of such Buyer, may only exercise its right to purchase Additional Preferred Shares at an aggregate of two Additional Closings. Subject to satisfaction (or waiver) of the conditions set forth below in Sections 1(d), 1(e), 6(c) and 7(c), the Company may require that each Buyer purchase that number of additional Preferred Shares equal to such Buyer's name pro rata portion of up to 600 Preferred Shares (based on the signature pages hereto for number of Initial Preferred Shares each Buyer purchased in relation to the Purchase Price to be paid total number of Initial Preferred Shares purchased by such Buyer in respect of the First Closing and Buyers) (ii) at the Second "PUT CLOSING"). The Initial Closing, the Company shall issue Additional Closings and sell the Put Closing collectively are referred to in this Agreement as the "CLOSINGS." The purchase price (the "PURCHASE PRICE") of each Buyer and Preferred Share at each Buyer shall purchase from the Company the number of Series II Preferred Shares which such Buyer is purchasing hereunder and as set forth below such Buyer's name on the signature pages hereto for the Purchase Price to be paid by such Buyer in respect of the Second ClosingClosings shall be $10,000.

Purchase of Preferred Shares. The Subject to satisfaction (or waiver) of the conditions set forth in Sections 6(a) and 7(a), the Company shall issue and sell to each Buyer the Buyers and each Buyer the Buyers severally agrees to shall purchase from the Company such number (i) an aggregate of shares of Series I Preferred Stock (collectively, together with any Series I Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES I PREFERRED SHARES") and Series II Preferred Stock (collectively, together with any Series II Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES II PREFERRED SHARES" and, collectively with the Series I 3,000 Initial Preferred Shares, in the "PREFERRED SHARES") for the aggregate purchase price with respect to the First Closing (as defined below) and the Second Closing (as defined below) (each, a "PURCHASE PRICE" and collectively, the "PURCHASE PRICES") as is respective amounts set forth immediately below such opposite each Buyer's name on the signature pages hereto. The issuance sale Schedule of Buyers, and (ii) Initial Warrants to purchase up to a number of shares of Common Stock for each Initial Preferred Share purchased equal to the quotient of (A) 300, divided by (B) the average of the Preferred Shares shall take place at two Closing Bid Price of the Common Stock on the three trading days immediately preceding the Initial Closing Date (2) closings, the first of which is hereinafter referred to as the "FIRST CLOSING" and the second of which is hereinafter referred to as the Initial Closing"SECOND CLOSING." The aggregate number of Series I Preferred Shares to be issued at the First Closing is Five Thousand (5,000), for an aggregate purchase price of Five Million Dollars ($5,000,000) and the aggregate number of Series II Preferred Shares to be issued at the Second Closing is three thousand (3,000), for an aggregate purchase price of Three Million Dollars ($3,000,000). Subject to the satisfaction (or waiver) of the conditions thereto set forth in Section 6 Sections 1(c), 6(b) and Section 7 7(b) below, (i) at the First Closing, the Company shall issue and sell to each Buyer and each Buyer shall purchase from the Company (i) that number of Mandatory Preferred Shares equal to such Buyer's pro rata portion of an aggregate of 2,000 Mandatory Preferred Shares (based on the number of Series I Initial Preferred Shares which such Buyer is purchasing hereunder purchased in relation to the total number of Initial Preferred Shares issued and as set forth below such Buyer's name on the signature pages hereto for the Purchase Price to be paid by such Buyer in respect of the First Closing sold), and (ii) at the Second Closing, the Company shall issue and sell Mandatory Warrants to each Buyer and each Buyer shall purchase from the Company the up to a number of Series II shares of Common Stock for each Mandatory Preferred Shares which such Buyer is purchasing hereunder and as set forth below such Buyer's name Share purchased equal to the quotient of (A) 300, divided by (B) the average of the Closing Bid Price of the Common Stock on the signature pages hereto for three trading days immediately preceding the Mandatory Closing Date (the "Mandatory Closing"). The Initial Closing and the Mandatory Closing collectively are referred to in this Agreement as the "Closings". The aggregate purchase price (the "Purchase Price to be paid by such Buyer in respect Price") of each Preferred Share and related Warrant at each of the Second ClosingClosings shall be $1,000.

Purchase of Preferred Shares. The On each Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such number of shares of Series I Preferred Stock (collectively, together with any Series I Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES I PREFERRED SHARES") and Series II Preferred Stock (collectively, together with any Series II Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES II PREFERRED SHARES" and, collectively with the Series I Preferred Shares, the "PREFERRED SHARES") Shares for the aggregate purchase price with respect to the First such applicable Closing (as defined below) and the Second Closing (as defined below) (each, a "PURCHASE PRICE" and collectively, the "PURCHASE PRICES") as is set forth immediately below such Buyer's name on the signature pages hereto. The issuance issuance, sale and purchase of the Preferred Shares shall take place at two (2) closingsclosings (each a "CLOSING"), the first of which is hereinafter referred to as the "FIRST CLOSING" and the second of which is hereinafter referred to as the "SECOND CLOSING." The aggregate number of Series I A Preferred Shares to be issued at the First Closing is Five Ten Thousand (5,000), 10,000) for an aggregate purchase price of Five Ten Million Dollars ($5,000,00010,000,000) (the "FIRST CLOSING PURCHASE PRICE") and the aggregate number of Series II B Preferred Shares to be issued at the Second Closing is three thousand Two Thousand (3,000), 2,000) for an aggregate purchase price of Three Two Million Dollars ($3,000,0002,000,000) (the "SECOND CLOSING PURCHASE PRICE" and, collectively with the First Closing Purchase Price, the "PURCHASE PRICE"). Subject to the satisfaction (or waiver) of the conditions thereto set forth in Section 6 and Section 7 below, (i) at the First Closing, the Company shall issue and sell to each Buyer and each Buyer shall purchase from the Company the number of Series I A Preferred Shares which such Buyer is purchasing hereunder and as set forth below such Buyer's name on the signature pages hereto for the Purchase Price to be paid by such Buyer in respect of the First Closing and (ii) at the Second Closing, the Company shall issue and sell to each Buyer and each Buyer shall purchase from the Company the number of Series II B Preferred Shares which such Buyer as is purchasing hereunder and as set forth below such Buyer's name on the signature pages hereto for the Purchase Price to be paid by such Buyer in respect of the Second Closinghereto.

Purchase of Preferred Shares. The Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such number of shares of Series I D Preferred Stock (collectively, together with any Series I Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES I PREFERRED SHARES") and Series II Preferred Stock (collectively, together with any Series II Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES II PREFERRED SHARES" and, collectively with the Series I Preferred Shares, the "PREFERRED SHARES") for Investment Options and at the aggregate purchase price with respect to the First Closing (as defined below) and the Second Closing (as defined below) (each, a "PURCHASE PRICE" and collectively, the "PURCHASE PRICES") as is set forth immediately below such Buyer's name on the signature pages hereto. The issuance issuance, sale and purchase of the Preferred Shares and Investment Options shall take place at two (2) closings, the first of which is hereinafter referred to as the "FIRST CLOSING" and the second of which is hereinafter referred to as the "SECOND CLOSING." ". The aggregate number of Series I Preferred Shares to be issued at the First Closing is Five Fifteen Thousand (5,000), 15,000) and the aggregate number of Investment Options to be issued at the First Closing is Three Hundred Fifty-Four Thousand One Hundred Ninety-One (354,191) for an aggregate purchase price of Five Fifteen Million Dollars ($5,000,00015,000,000) and the aggregate number of Series II Preferred Shares to be issued at the Second Closing is three thousand Fifteen Thousand (3,000), 15,000) and the aggregate number of Investment Options to be issued at the Second Closing is Three Hundred Fifty-Four Thousand One Hundred Ninety-One (354,191) for an aggregate purchase price of Three Fifteen Million Dollars ($3,000,00015,000,000). Subject to the satisfaction (or waiver) of the conditions thereto set forth in Section 6 and Section 7 below, (i) at the First Closing, the Company shall issue and sell to each Buyer and each Buyer shall purchase from the Company the number of Series I Preferred Shares and Investment Options which such Buyer is purchasing hereunder and as set forth below such Buyer's name on the signature pages hereto for a price equal to 50% of the aggregate of the Purchase Price to be paid by such Buyer in respect of the First Closing Prices and (ii) at the Second Closing, Closing the Company shall issue and sell to each Buyer and each Buyer shall purchase from the Company of the aggregate number of Series II Preferred Shares and Investment Options which such Buyer is purchasing hereunder and as set forth below such Buyer's name on the signature pages hereto for a price equal to fifty percent (50%) of the aggregate of the Purchase Price to be paid by such Buyer in respect of the Second ClosingPrices.

Purchase of Preferred Shares. The Subject to satisfaction (or waiver) of the conditions set forth in Sections 6(a) and 7(a) below, the Company shall issue and sell to each Buyer the Buyers and each Buyer the Buyers severally agrees to shall purchase from the Company such number an aggregate of shares of Series I Preferred Stock (collectively, together with any Series I Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES I PREFERRED SHARES") and Series II Preferred Stock (collectively, together with any Series II Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES II PREFERRED SHARES" and, collectively with the Series I 5,000 Initial Preferred Shares, in the "PREFERRED SHARES") for the aggregate purchase price with respect to the First Closing (as defined below) and the Second Closing (as defined below) (each, a "PURCHASE PRICE" and collectively, the "PURCHASE PRICES") as is respective amounts set forth immediately below such opposite each Buyer's name on the signature pages hereto. The issuance sale and purchase Schedule of the Preferred Shares shall take place at two Buyers (2) closings, the first of which is hereinafter referred to as the "FIRST INITIAL CLOSING" and the second of which is hereinafter referred to as the "SECOND CLOSING." The aggregate number of Series I Preferred Shares to be issued at the First Closing is Five Thousand (5,000), for an aggregate purchase price of Five Million Dollars ($5,000,000) and the aggregate number of Series II Preferred Shares to be issued at the Second Closing is three thousand (3,000), for an aggregate purchase price of Three Million Dollars ($3,000,000). Subject to the satisfaction (or waiver) of the conditions thereto set forth in Section 6 Sections 1(c), 6(b) and Section 7 7(b) below, the Buyers shall buy and the Company shall sell an aggregate of up to 5,000 Mandatory Preferred Shares, each Buyer to purchase its Pro Rata Portion of that number of Mandatory Preferred Shares equal to the difference of (i) that number of Preferred Shares having an aggregate Purchase Price (as defined below) equal to the product of (A) 0.10, multiplied by (B) the number of shares of Common Stock outstanding on the Mandatory Closing Date (as defined below), multiplied by (C) the average of the Closing Bid Prices (as defined in the Certificate of Designations) on the five consecutive trading days immediately preceding the Mandatory Closing Date, minus (ii) the number of Initial Preferred Shares purchased at the First ClosingInitial Closing (the "MANDATORY CLOSING"). Notwithstanding the foregoing, in no event shall the aggregate number of Mandatory Preferred Shares that the Buyers are required to purchase exceed 5,000 Mandatory Preferred Shares. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(d), 6(c) and 7(c) below, at the option of each Buyer, the Company shall issue and sell to each such Buyer and each such Buyer shall purchase from the Company at multiple closings, if applicable, an aggregate of up to that number of Additional Preferred Shares equal to the sum of (i) the number of Series I Initial Preferred Shares which held by such Buyer on the date which is purchasing hereunder 300 days after the Initial Closing Date, (ii) the number of Initial Preferred Shares converted by such Buyer prior to the date which is 300 days after the Initial Closing Date at a Conversion Price equal to the Fixed Conversion Price of the Initial Preferred Shares, (iii) the number of Mandatory Preferred Shares held by such Buyer on the date which is 300 days after the Initial Closing Date and as (iv) the number of Mandatory Preferred Shares converted by such Buyer prior to the date which is 300 days after the Initial Closing Date at a Conversion Price equal to the Fixed Conversion Price of the Mandatory Preferred Shares (the "ADDITIONAL CLOSINGS"). Subject to the satisfaction (or waiver) of the conditions set forth below in Sections 1(e), 1(f), 6(d) and 7(d) below, the Company may require that each Buyer purchase that number of Put Preferred Shares equal to such Buyer's name pro rata portion of up to 5,000 shares of Preferred Stock (based on the signature pages hereto for number of Initial Preferred Shares each Buyer purchased in relation to the Purchase Price to be paid total number of Initial Preferred Shares purchased by such Buyer in respect of the First Closing and Buyers) (iithe "PUT CLOSING") at (the Second Initial Closing, the Company shall issue Mandatory Closing, the Additional Closings and sell the Put Closing collectively are referred to in this Agreement as the "CLOSINGS"). The purchase price (the "PURCHASE PRICE") of each Buyer and Preferred Share at each Buyer shall purchase from the Company the number of Series II Preferred Shares which such Buyer is purchasing hereunder and as set forth below such Buyer's name on the signature pages hereto for the Purchase Price to be paid by such Buyer in respect of the Second ClosingClosings shall be $1,000.

Purchase of Preferred Shares. The Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such number of shares of Series I A Preferred Stock as is set forth immediately below such Buyer's name on the signature pages hereto (collectively, together with any Series I Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES I PREFERRED SHARES") and Series II Preferred Stock at a price per share equal to One Thousand Dollars (collectively, together with any Series II Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, $1,000) (the "SERIES II PREFERRED SHARES" and, collectively with the Series I Preferred Shares, the "PREFERRED SHARES") for the aggregate purchase price with respect to the First Closing (as defined below) and the Second Closing (as defined below) (each, a "PER SHARE PURCHASE PRICE" and collectively, the "PURCHASE PRICES") as is set forth immediately below such Buyer's name on the signature pages hereto). The issuance issuance, sale and purchase of the Preferred Shares shall take place at in two (2) separate closings, the first of which is hereinafter referred to as the "FIRST CLOSING" and the second of which is hereinafter referred to as the "SECOND CLOSING." The aggregate number of Series I Preferred Shares to be issued at the First Closing is Five Thousand (5,000), for an aggregate purchase price of Five Million Dollars ($5,000,000) and the aggregate number of Series II Preferred Shares to be issued at the Second Closing is three thousand (3,000), for an aggregate purchase price of Three Million Dollars ($3,000,000). Subject to the satisfaction (or waiver) of the conditions thereto set forth in Section 6 and Section 7 below, (i) at the First Closing, the Company shall issue and sell to each Buyer and each Buyer shall purchase from the Company fifty percent (50%) of the aggregate number of Series I Preferred Shares which such Buyer is purchasing hereunder and as set forth below such Buyer's name on for a price per Preferred Share equal to the signature pages hereto for the Per Share Purchase Price to be paid by such Buyer in respect of the First Closing and (ii) at the Second Closing, the Company shall issue and sell to each Buyer and each Buyer shall purchase from the Company the number remainder of Series II the Preferred Shares which such Buyer is purchasing hereunder and as set forth below such Buyer's name on for a price per Preferred Share equal to the signature pages hereto for the Per Share Purchase Price Price. The aggregate number of Preferred Shares to be paid by such Buyer in respect issued at the First Closing is Five Thousand (5,000) for an aggregate purchase price of Five Million Dollars ($5,000,000) and the aggregate number of Preferred Shares to be issued at the Second ClosingClosing is Five Thousand for an aggregate purchase price of Five Million Dollars ($5,000,000).

Purchase of Preferred Shares. The Company shall issue and sell Subject to each Buyer and each Buyer severally agrees to purchase from the Company such number of shares of Series I Preferred Stock (collectively, together with any Series I Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereofand conditions of this Agreement, the "SERIES I PREFERRED SHARES") and Series II Preferred Stock (collectivelyincluding, together with any Series II Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereofwithout limitation, the "SERIES II PREFERRED SHARES" and, collectively with the Series I Preferred Shares, the "PREFERRED SHARES") for the aggregate purchase price with respect to the First Closing (as defined below) and the Second Closing (as defined below) (each, a "PURCHASE PRICE" and collectively, the "PURCHASE PRICES") as is set forth immediately below such Buyer's name on the signature pages hereto. The issuance sale and purchase of the Preferred Shares shall take place at two (2) closings, the first of which is hereinafter referred to as the "FIRST CLOSING" and the second of which is hereinafter referred to as the "SECOND CLOSING." The aggregate number of Series I Preferred Shares to be issued at the First Closing is Five Thousand (5,000), for an aggregate purchase price of Five Million Dollars ($5,000,000) and the aggregate number of Series II Preferred Shares to be issued at the Second Closing is three thousand (3,000), for an aggregate purchase price of Three Million Dollars ($3,000,000). Subject to the satisfaction (or waiver) of the conditions thereto set forth in Section 6 Sections 6(a) and Section 7 7(a) below, (i) at the First Closing, the Company shall issue and sell to each Buyer Initial Buyer, and each Initial Buyer shall severally agrees to purchase from the Company Company, at a purchase price per share equal to the Purchase Price, the respective number of Series I Initial Preferred Shares which such Buyer is purchasing hereunder and as set forth below opposite such Initial Buyer's name on the signature pages hereto for Schedule of Buyers (the Purchase Price "INITIAL CLOSING"). Subject to be paid by such Buyer in respect the terms and conditions of this Agreement, including, without limitation, the satisfaction (or waiver) of the First Closing conditions set forth in Sections 1(c), 6(b) and (ii) at the Second Closing7(b), each Mandatory Buyer shall purchase, and the Company shall issue and sell to each Mandatory Buyer, for a purchase price per share of Mandatory Preferred Share and related Warrant equal to the Purchase Price, (i) the respective number of Mandatory Preferred Shares equal to the aggregate dollar amount payable by each such Mandatory Buyer as set forth opposite such Mandatory Buyer's name in the appropriate column on the Schedule of Buyers, DIVIDED BY the Purchase Price (the "MANDATORY CLOSING"), and each Buyer shall purchase from (ii) the Company related Warrants to acquire a number of Warrant Preferred Shares (rounded up to the nearest whole share) equal to 25% of the number of Series II Mandatory Preferred Shares which being purchased by such Mandatory Buyer is purchasing hereunder at the Mandatory Closing; provided, however, that, subject to the terms and as conditions of this Agreement, including, without limitation, the satisfaction (or waiver) of the conditions set forth below such Buyer's name on in Section 7(b) below, Oak Investment Partners X, Limited Partnership and Oak X Affiliates Fund, Limited Partnership (collectively, "OAK") and/or affiliates of Oak (the signature pages hereto for "OAK AFFILIATES" and, together with Oak, the "OAK FUNDS") shall purchase at the Mandatory Closing an aggregate number of Mandatory Preferred Shares (and the related Warrants) equal to the quotient of (i) $60,000,000, MINUS the aggregate Purchase Price to be paid by such Buyer in respect of the Second Oak Funds for Initial Preferred Shares purchased by the Oak Funds at the Initial Closing., (including, but not limited to, any Initial Preferred Shares purchased pursuant to the Initial Closing True Up Amount) DIVIDED BY (ii)

Purchase of Preferred Shares. The Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(a) and 7(a) below, the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such the respective number of shares of Series I Initial Preferred Stock (collectively, together with any Series I Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES I PREFERRED SHARES") and Series II Preferred Stock (collectively, together with any Series II Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES II PREFERRED SHARES" and, collectively with the Series I Preferred Shares, the "PREFERRED SHARES") for the aggregate purchase price with respect to the First Closing (as defined below) and the Second Closing (as defined below) (each, a "PURCHASE PRICE" and collectively, the "PURCHASE PRICES") as is Shares set forth immediately below opposite such Buyer's name on the signature pages hereto. The issuance sale and purchase Schedule of Buyers, along with Initial Warrants to acquire a number of shares of Common Stock for each Initial Preferred Share purchased equal to the result of (a) $570, divided by (b) the average of the Preferred Shares shall take place at two Weighted Average Prices (2as defined in the Initial Warrants) closings, of the Common Stock for the 30 consecutive trading days beginning on and including the first trading day after the date on which the Company files a Form 8-K or Form 10-K with the SEC describing the terms of which is hereinafter referred the offering of Preferred Stock pursuant to as the first sentence of Section 4(j) (the "FIRST CLOSING" and the second of which is hereinafter referred to as the Initial Closing"SECOND CLOSING." The aggregate number of Series I Preferred Shares to be issued at the First Closing is Five Thousand (5,000), for an aggregate purchase price of Five Million Dollars ($5,000,000) and the aggregate number of Series II Preferred Shares to be issued at the Second Closing is three thousand (3,000), for an aggregate purchase price of Three Million Dollars ($3,000,000). Subject to the satisfaction (or waiver) of the conditions thereto set forth in Section 6 Sections 1(c), 6(b) and Section 7 below7(b), (i) at the First Closingoption of each Buyer, the Company shall issue at multiple closings, if applicable, and sell to each such Buyer and each such Buyer shall may purchase from the Company that number of Additional Preferred Shares equal to such Buyer's pro rata portion of 5,000 Additional Preferred Shares (based on the number of Series I Initial Preferred Shares which such each Buyer is purchasing hereunder and as set forth below such Buyer's name on purchased in relation to the signature pages hereto for total number of Initial Preferred Shares issued), along with the Purchase Price Additional Warrants to be paid purchase a number of Additional Warrant Shares per Additional Preferred Share equal to the result of (i) $570, divided by such Buyer in respect of the First Closing and (ii) at the Second average of the Weighted Average Prices (as defined in the Additional Warrants) of the Common Stock for the 15 consecutive trading days beginning on and including the first trading day after the Call Trigger Date (each an "Additional Closing" and collectively with the Initial Closing, the Company shall issue "Closings."). The purchase price (the "Purchase Price") of each Preferred Share and sell to the related Warrants at each Buyer and each Buyer shall purchase from the Company the number of Series II Preferred Shares which such Buyer is purchasing hereunder and as set forth below such Buyer's name on the signature pages hereto for the Purchase Price to be paid by such Buyer in respect of the Second ClosingClosings shall be an aggregate of $1,000. "Business Days" means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

Purchase of Preferred Shares. The Subject to satisfaction (or waiver) of the conditions set forth in Sections 6(a) and 7(a), the Company shall issue and sell to each Buyer the Buyers and each Buyer the Buyers severally agrees to shall purchase from the Company such number an aggregate of shares of Series I Preferred Stock (collectively, together with any Series I Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES I PREFERRED SHARES") and Series II Preferred Stock (collectively, together with any Series II Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES II PREFERRED SHARES" and, collectively with the Series I 200 Initial Preferred Shares, in the "PREFERRED SHARES") for the aggregate purchase price with respect to the First Closing (as defined below) and the Second Closing (as defined below) (each, a "PURCHASE PRICE" and collectively, the "PURCHASE PRICES") as is respective amounts set forth immediately below such opposite each Buyer's name on the signature pages hereto. The issuance sale and purchase Schedule of Buyers, along with the Preferred Shares shall take place at two related Warrants (2) closings, the first of which is hereinafter referred to as the "FIRST INITIAL CLOSING" and the second of which is hereinafter referred to as the "SECOND CLOSING." The aggregate number of Series I Preferred Shares to be issued at the First Closing is Five Thousand (5,000), for an aggregate purchase price of Five Million Dollars ($5,000,000) and the aggregate number of Series II Preferred Shares to be issued at the Second Closing is three thousand (3,000), for an aggregate purchase price of Three Million Dollars ($3,000,000). Subject to the satisfaction (or waiver) of the conditions thereto set forth in Section 6 Sections 1(c), 6(b) and Section 7 7(b) below, each Buyer shall buy and the Company shall sell that number of Mandatory Preferred Shares equal to such Buyer's pro rata portion of an aggregate of 100 Mandatory Preferred Shares (ibased on the number of Initial Preferred Shares such Buyer purchased in relation to the total number of Initial Preferred Shares issued and sold, along with the related Warrants (the "MANDATORY CLOSING"). Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(d), 6(c) and 7(c), at the First Closingoption of each Buyer, the Company shall issue at multiple closings, if applicable, and sell to each such Buyer, and such Buyer and each Buyer shall may purchase from the Company Company, up to that number of Additional Preferred Shares (which aggregate number shall not exceed such Buyer's pro rata portion of 200 shares) equal to the sum of (i) the product of .5 multiplied by the number of Series I Initial Preferred Shares which such Buyer is purchasing hereunder and as set forth below purchased by such Buyer's name on , (ii) the signature pages hereto for the Purchase Price to be paid number of Preferred Shares held by such Buyer in respect of on the First date which is 365 days after the Initial Closing Date and (iiiii) the number of Preferred Shares converted by such Buyer, on or before the date which is 365 days after the Initial Closing Date, at a Conversion Price equal to the Second Fixed Conversion Price of such Preferred Shares as in effect on the corresponding date of conversion, along with the related Warrants (the "ADDITIONAL CLOSINGS"). (The Initial Closing, the Company shall issue Mandatory Closing and sell the Additional Closings collectively are referred to in this Agreement as the "CLOSINGS"). The aggregate purchase price (the "PURCHASE PRICE") of each Buyer Preferred Share and related Warrant at each Buyer shall purchase from the Company the number of Series II Preferred Shares which such Buyer is purchasing hereunder and as set forth below such Buyer's name on the signature pages hereto for the Purchase Price to be paid by such Buyer in respect of the Second ClosingClosings shall be $10,000.

Purchase of Preferred Shares. The Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such number of shares of Series I Preferred Stock (collectively, together with any Series I Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES I PREFERRED SHARES") and Series II Preferred Stock (collectively, together with any Series II Preferred Stock issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "SERIES II PREFERRED SHARES" and, collectively with the Series I Preferred Shares, the "PREFERRED SHARES") for the aggregate purchase price with respect to the First Closing (as defined below) and the Second Closing (as defined below) (each, a "PURCHASE PRICE" and collectively, the "PURCHASE PRICES") as is set forth immediately below such Buyer's name on the signature pages hereto. The issuance sale and purchase of the Preferred Shares shall take place at two (2) closings, the first of which is hereinafter referred to as the "FIRST CLOSING" and the second of which is hereinafter referred to as the "SECOND CLOSING." The aggregate number of Series I Preferred Shares to be issued at the First Closing is Five Thousand (5,000), for an aggregate purchase price of Five Million Dollars ($5,000,000) and the aggregate number of Series II Preferred Shares to be issued at the Second Closing is three thousand (3,000), for an aggregate purchase price of Three Million Dollars ($3,000,000). Subject to the satisfaction (or waiver) of the conditions thereto set forth in Sections 6(a) and 7(a), the Company shall issue and sell to the Buyers and the Buyers severally shall purchase from the Company an aggregate of up to 800 Initial Preferred Shares, along with the related Warrants, in the respective amounts set forth opposite each Buyer's name on the Schedule of Buyers (the "INITIAL CLOSING"). Subject to Section 6 1(h) and Section 7 belowsatisfaction (or waiver) of the conditions set forth in Sections 1(c), (i6(b) and 7(b), at the First Closingoption of each Buyer, the Company shall issue and sell to each such Buyer and each such Buyer shall purchase from the Company at multiple closings, if applicable, an aggregate of up to that number of Additional Preferred Shares, along with the related Warrants, equal to the sum of (i) the number of Series I Initial Preferred Shares which such Buyer is purchasing hereunder and as set forth below such Buyer's name on the signature pages hereto for the Purchase Price to be paid held by such Buyer in respect of on the First date which is 270 days after the Initial Closing Date, and (ii) the number of Initial Preferred Shares converted by such Buyer at a Conversion Price equal to the Second Fixed Conversion Price on or prior to the date which is 270 days after the Initial Closing Date (the "ADDITIONAL CLOSINGS"). Subject to Section 1(h) and satisfaction (or waiver) of the conditions set forth in Sections 1(d), 1(e), 6(c) and 7(c), the Company may require that each Buyer purchase in the aggregate that number of Put Preferred Shares, along with the related Warrants, equal to such Buyer's pro rata portion of up to 800 Preferred Shares (based on the number of Initial Preferred Shares each Buyer purchased in relation to the total number of Initial Preferred Shares purchased by the Buyers) in one or two closings (the "PUT CLOSINGS"). The Initial Closing, the Company shall issue Additional Closings and sell the Put Closings collectively are referred to in this Agreement as the "CLOSINGS." The purchase price (the "PURCHASE PRICE") of each Buyer Preferred Share and the related Warrant at each Buyer shall purchase from the Company the number of Series II Preferred Shares which such Buyer is purchasing hereunder and as set forth below such Buyer's name on the signature pages hereto for the Purchase Price to be paid by such Buyer in respect of the Second ClosingClosings shall be $10,000.