Common use of Purchase, Sale and Delivery Clause in Contracts

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, the Firm Securities at a purchase price of $2.071875 per Firm Share (the “Firm Share Purchase Price”) and $.1171875 per Firm Warrant (the “Firm Warrant Purchase Price”). On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter the Additional Shares and the Additional Warrants, and the Underwriter shall have the right to purchase up to 1,612,500 Additional Shares at the Firm Share Purchase Price and up to 1,612,500 Additional Warrants at the Firm Warrant Purchase Price. You may exercise this right with respect to just Additional Shares, just Additional Warrants or both, in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares, if any, and the number of Additional Warrants, if any, to be purchased by the Underwriter and the date on which such securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities nor later than ten business days after the date of such notice. Additional Shares and Additional Warrants may be purchased as provided in this Section solely for the purpose of covering over-allotments made in connection with the offering for the Firm Securities. On each day, if any, that Additional Shares and Additional Warrants are to be sold (an “Option Closing Date”), the Underwriter agrees to purchase the number of Additional Shares and Additional Warrants specified in the notice of exercise. The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending 180 days after the date of the Final Prospectus (the “Restricted Period”), (a) for its own account, offer, pledge, sell, contract to sell, sell any option or 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, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (b) file any registration statement with the Securities and Exchange Commission (the “Commission”) relating to the offering for its own account of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than registration statements on Form S-8 and Form S-3 relating to the resale of shares issued by the Company upon the exercise of options granted or to be granted by the Company pursuant to any employee benefit plan, the terms of which have been disclosed in the Registration Statement, or (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a), (b) or (c) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, other than pursuant to the Exchange Offer described within the Tender Offer Statement By Issuer dated April 18, 2006. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares and Warrants to be sold hereunder or (b) the issuance by the Company of shares of Common Stock or securities convertible into or exchangeable for Common Stock in connection with (i) any mergers or acquisitions of securities, businesses, property or other assets, (ii) joint ventures or other strategic corporate transactions, (iii) the exercise of an option or warrant or the conversion of a security outstanding on the date hereof or (iv) issuances to employees or directors. Payment for the Firm Securities to be sold by the Company shall be made to the Company in federal or other funds immediately available at such place in Los Angeles, California as you shall designate against delivery of such Firm Securities for the account of the Underwriter through the facilities of The Depository Trust Company. Such payment and delivery shall be made at 10:00 A.M., New York City time, on June 5, 2006, or at such other time on the same day or such other date, not later than June 5, 2006, as you and the Company shall agree upon. The time and date of such payment and delivery are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares and Additional Warrants shall be made to the Company in federal or other funds immediately available at such place in Los Angeles, California as you shall designate against delivery of such Additional Shares and Additional Warrants for the account of the Underwriter through the facilities of The Depository Trust Company at 10:00 A.M., New York City time, on the date specified in the corresponding notice or at such other time on the same or on such other date, in any event not later than July 5, 2006, as shall be designated in writing by you. The Firm Securities, the Additional Shares and the Additional Warrants shall be registered in such names and in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Securities, the Additional Shares and the Additional Warrants shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the account of the Underwriter, with any transfer taxes payable in connection with the transfer of the Shares and the Warrants to the Underwriter duly paid, against payment of the purchase price therefor.

Purchase, Sale and Delivery. On (a) Upon the basis of the representations, warranties, agreements warranties and covenants herein contained representations and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the UnderwriterUnderwriters, and each of the Underwriter Underwriters, severally and not jointly, agrees to purchase from the Company, Company the respective numbers of Firm Securities set forth in Schedule A hereto opposite its name at a purchase price per share of $2.071875 per Firm Share 17.59 (the “Firm Share Purchase Price”) and $.1171875 per Firm Warrant (the “Firm Warrant Purchase Price”). On The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of the Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties, agreements warranties and covenants herein contained representations and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter the Additional Shares and the Additional Warrants, and the Underwriter Underwriters shall have the right to purchase up to 1,612,500 purchase, severally and not jointly, from the Company, all or less than all of the Additional Shares Securities at the Firm Share Purchase Price Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and up to 1,612,500 Additional Warrants at payable on the Firm Warrant Purchase Price. You may exercise this right with respect to just Shares but not payable on such Additional Shares, just Additional Warrants or both, in whole or . This option may be exercised by the Representatives on behalf of the Underwriters at any time and from time to time in part on or before the thirtieth day following the date hereof, by giving written notice of each election to exercise the option not later than 30 days after the date of this AgreementCompany. Any exercise Each such notice shall specify set forth the aggregate number of Additional Shares, if any, Securities as to which the option is being exercised and the number of date and time when Additional Warrants, if any, Securities are to be purchased by delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that an additional time of purchase shall not be (i) earlier than the Underwriter and time of purchase (as defined below) or (ii) later than the tenth Business Day after the date on which such securities are to be purchasedthe option shall have been exercised. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities nor later than ten business days after the date of such notice. Additional Shares and Additional Warrants may be purchased as provided in this Section solely for the purpose of covering over-allotments made in connection with the offering for the Firm Securities. On each day, if any, that Additional Shares and Additional Warrants are to be sold (an “Option Closing Date”), the Underwriter agrees to purchase the The number of Additional Shares and Additional Warrants specified in the notice of exercise. The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending 180 days after the date of the Final Prospectus (the “Restricted Period”), (a) for its own account, offer, pledge, sell, contract to sell, sell any option or 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, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (b) file any registration statement with the Securities and Exchange Commission (the “Commission”) relating to the offering for its own account of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than registration statements on Form S-8 and Form S-3 relating to the resale of shares issued by the Company upon the exercise of options granted or to be granted by the Company pursuant to any employee benefit plan, the terms of which have been disclosed in the Registration Statement, or (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a), (b) or (c) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, other than pursuant to the Exchange Offer described within the Tender Offer Statement By Issuer dated April 18, 2006. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares and Warrants to be sold hereunder or (b) the issuance by the Company of shares of Common Stock or securities convertible into or exchangeable for Common Stock in connection with (i) any mergers or acquisitions of securities, businesses, property or other assets, (ii) joint ventures or other strategic corporate transactions, (iii) the exercise of an option or warrant or the conversion of a security outstanding on the date hereof or (iv) issuances to employees or directors. Payment for the Firm Securities to be sold by the Company to each Underwriter shall be made the number which bears the same proportion to the Company in federal or other funds immediately available at such place in Los Angeles, California aggregate number of Additional Securities being purchased as you shall designate against delivery the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities for the account of the Underwriter through the facilities of The Depository Trust Company. Such payment and delivery shall be made at 10:00 A.M.(subject, New York City timein each case, on June 5, 2006, or at to such other time on the same day or such other date, not later than June 5, 2006, as you and the Company shall agree upon. The time and date of such payment and delivery are hereinafter referred to adjustment as the Representatives may determine to eliminate fractional shares). As used herein “Closing Date.” Payment for any Additional Shares and Additional Warrants shall be made to the Company in federal or other funds immediately available at such place in Los Angeles, California as you shall designate against delivery of such Additional Shares and Additional Warrants for the account of the Underwriter through the facilities of The Depository Trust Company at 10:00 A.M., New York City time, on the date specified in the corresponding notice or at such other time on the same or on such other date, in any event not later than July 5, 2006, as shall be designated in writing by you. The Firm Securities, the Additional Shares and the Additional Warrants shall be registered in such names and in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Securities, the Additional Shares and the Additional Warrants shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the account of the Underwriter, with any transfer taxes payable in connection with the transfer of the Shares and the Warrants to the Underwriter duly paid, against payment of the purchase price therefor.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject Option Shares. The Company hereby grants an option to the Underwriters to purchase from it up to 750,000 Option Shares on the same terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, as the Firm Securities at a purchase price of $2.071875 per Firm Share (the “Firm Share Purchase Price”) and $.1171875 per Firm Warrant (the “Firm Warrant Purchase Price”). On the basis of the representationsShares; provided, warrantieshowever, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter the Additional Shares and the Additional Warrants, and the Underwriter shall have the right to purchase up to 1,612,500 Additional Shares at the Firm Share Purchase Price and up to 1,612,500 Additional Warrants at the Firm Warrant Purchase Price. You may exercise this right with respect to just Additional Shares, just Additional Warrants or both, in whole or from time to time in part by giving written notice of each election to exercise the that such option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares, if any, and the number of Additional Warrants, if any, to be purchased by the Underwriter and the date on which such securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities nor later than ten business days after the date of such notice. Additional Shares and Additional Warrants may be purchased as provided in this Section solely exercised only for the purpose of covering any over-allotments which may be made by them in connection with the offering for sale of the Firm SecuritiesShares. On each day, if any, that Additional No Option Shares and Additional Warrants are to shall be sold (an “Option Closing Date”)or delivered unless the Firm Shares previously have been, the Underwriter agrees to purchase the number of Additional Shares or simultaneously are, sold and Additional Warrants specified in the notice of exercisedelivered. The Company hereby agrees that, without the prior written consent option is exercisable on behalf of the Underwriterseveral Underwriters by you, it will notas Representatives, during at any time, and from time to time, before the period ending 180 expiration of 30 days after from the date of the Final Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the “Restricted Period”next day thereunder when the Nasdaq National Market is open for trading), (a) for its own accountthe purchase of all or part of the Option Shares covered thereby, offerby notice given by you to the Company in the manner provided in Section 12 hereof, pledge, sell, contract setting forth the number of Option Shares as to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any which the Underwriters are exercising the option, right or warrant and the date of delivery of said Option Shares, which date shall not be more than five business days after such notice unless otherwise agreed to purchaseby the parties. You may terminate the option at any time, lendas to any unexercised portion thereof, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (b) file any registration statement with the Securities and Exchange Commission (the “Commission”) relating by giving written notice to the offering for its own account Company to such effect. You, as Representatives, shall make such allocation of any shares the Option Shares among the Underwriters as may be required to eliminate purchases of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than registration statements on Form S-8 and Form S-3 relating fractional Shares. Unless you elect to take delivery of the Option Shares by full FAST transfer to the resale accounts at The Depository Trust Company designated by you, delivery of shares issued by the Company upon Option Shares with respect to which the exercise of options granted or to be granted by the Company pursuant to any employee benefit plan, the terms of which option shall have been disclosed in the Registration Statement, or (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a), (b) or (c) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, other than pursuant to the Exchange Offer described within the Tender Offer Statement By Issuer dated April 18, 2006. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares and Warrants to be sold hereunder or (b) the issuance by the Company of shares of Common Stock or securities convertible into or exchangeable for Common Stock in connection with (i) any mergers or acquisitions of securities, businesses, property or other assets, (ii) joint ventures or other strategic corporate transactions, (iii) the exercise of an option or warrant or the conversion of a security outstanding on the date hereof or (iv) issuances to employees or directors. Payment for the Firm Securities to be sold by the Company exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company in federal or other funds may mutually agree upon), against payment by you of the per share purchase price to the Company by wire transfer of immediately available at such place in Los Angeles, California as you shall designate against delivery of such Firm Securities for the account of the Underwriter through the facilities of The Depository Trust Companyfunds. Such payment and delivery shall be made at 10:00 A.M.a.m., New York City time, on June 5, 2006, or at such other time on the same day or such other date, not later than June 5, 2006, as you and the Company shall agree upon. The time and date of such payment and delivery are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares and Additional Warrants shall be made to the Company in federal or other funds immediately available at such place in Los Angeles, California as you shall designate against delivery of such Additional Shares and Additional Warrants for the account of the Underwriter through the facilities of The Depository Trust Company at 10:00 A.M., New York City time, on the date specified designated in the corresponding notice or at such other time on given by you as above provided for (which may be the same or on such as the Closing Date), unless some other datedate and time are agreed upon, in any event not later than July 5, 2006, as shall which date and time of payment and delivery are called the "Option Closing Date." Any certificates for the Option Shares so to be designated in writing by you. The Firm Securities, delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Additional Shares Option Closing Date and the Additional Warrants shall will be registered in such names and in such denominations as you shall may request in writing not later than two full business days at least forty-eight hours prior to the Option Closing Date or Date. On the applicable Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as the case may be. The Firm Securities, the Additional Shares and the Additional Warrants shall are required to be delivered to you through the facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the account of the Underwriter, with any transfer taxes payable in connection with the transfer of the Shares and the Warrants respect to the Underwriter duly paid, against payment of the purchase price thereforFirm Shares.

Purchase, Sale and Delivery. On The Company is advised by the basis Representatives that the Underwriters propose to make a public offering of their respective portions of the representationsUnderwriters' Securities as soon after this Agreement is entered into as in the Representatives' judgment is advisable. The terms of the public offering of the Underwriters' Securities are set forth in the Prospectus. Payment of the purchase price for, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthdelivery of, the Company agrees to issue and sell to Underwriters' Securities shall be made in the Underwriterfunds, and the Underwriter agrees to purchase from the Company, the Firm Securities at a purchase price of $2.071875 per Firm Share (the “Firm Share Purchase Price”) and $.1171875 per Firm Warrant (the “Firm Warrant Purchase Price”). On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter the Additional Shares and the Additional Warrants, and the Underwriter shall have the right to purchase up to 1,612,500 Additional Shares at the Firm Share Purchase Price and up to 1,612,500 Additional Warrants at the Firm Warrant Purchase Price. You may exercise this right with respect to just Additional Sharesplace or places, just Additional Warrants or both, in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares, if any, and the number of Additional Warrants, if any, to be purchased by the Underwriter and the date on which such securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities nor later than ten business days after the date of such notice. Additional Shares and Additional Warrants may be purchased as provided in this Section solely for the purpose of covering over-allotments made in connection with the offering for the Firm Securities. On each day, if any, that Additional Shares and Additional Warrants are to be sold (an “Option Closing Date”), the Underwriter agrees to purchase the number of Additional Shares and Additional Warrants specified in the notice of exercise. The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending 180 days after the date of the Final Prospectus (the “Restricted Period”), (a) for its own account, offer, pledge, sell, contract to sell, sell any option or 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, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (b) file any registration statement with the Securities and Exchange Commission (the “Commission”) relating to the offering for its own account of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than registration statements on Form S-8 and Form S-3 relating to the resale of shares issued by the Company upon the exercise of options granted or to be granted by the Company pursuant to any employee benefit plan, the terms of which have been disclosed in the Registration Statement, or (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a), (b) or (c) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, other than pursuant to the Exchange Offer described within the Tender Offer Statement By Issuer dated April 18, 2006. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares and Warrants to be sold hereunder or (b) the issuance by the Company of shares of Common Stock or securities convertible into or exchangeable for Common Stock in connection with (i) any mergers or acquisitions of securities, businesses, property or other assets, (ii) joint ventures or other strategic corporate transactions, (iii) the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and at the time (unless postponed in accordance with the provisions of Section 10) specified in Schedule II to the Special Provisions or (iv) issuances to employees at such other time or directors. Payment for the Firm Securities to place as shall be sold agreed upon by the Representatives and the Company (such time and date being referred to as the "Closing Time"). Except as otherwise specified in Schedule II to the Special Provisions, payment shall be made to the Company in federal by certified or other funds immediately available at such place in Los Angeles, California as you shall designate official bank check or checks payable to the order of the Company against delivery of such Firm Securities to the Representatives for the account respective accounts of the Underwriter through Underwriters of the facilities of The Depository Trust CompanyUnderwriters' Securities to be purchased by them. Such payment and delivery Underwriters' Securities shall be made at 10:00 A.M., New York City time, on June 5, 2006, or at in such other time on the same day or such other date, not later than June 5, 2006, as you denominations and the Company shall agree upon. The time and date of such payment and delivery are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares and Additional Warrants shall be made to the Company in federal or other funds immediately available at such place in Los Angeles, California as you shall designate against delivery of such Additional Shares and Additional Warrants for the account of the Underwriter through the facilities of The Depository Trust Company at 10:00 A.M., New York City time, on the date specified in the corresponding notice or at such other time on the same or on such other date, in any event not later than July 5, 2006, as shall be designated in writing by you. The Firm Securities, the Additional Shares and the Additional Warrants shall be registered in such names and in such denominations as you shall the Representatives may request in writing not later than at least two full business days prior to the Closing Date Time. Such Underwriters' Securities, which may be in temporary form, will be made available for examination and packaging by the Representatives in New York City or at such other place as shall be agreed upon by the applicable Option Representatives and the Company on or before the first business day prior to the Closing DateTime. If so provided in Schedule II to the Special Provisions, the Underwriters may solicit offers to purchase Contract Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts") substantially in the form of Annex I hereto with such changes therein as the case Company may beapprove. The Firm SecuritiesAs compensation for arranging Delayed Delivery Contracts, the Additional Shares and Company will pay to the Additional Warrants shall be delivered to you through the facilities of The Depository Trust Company on the Representatives at Closing Date or an Option Closing Date, as the case may beTime, for the account accounts of the UnderwriterUnderwriters, with any transfer taxes payable the fee set forth in connection with Schedule II to the transfer Special Provisions in respect of the Shares principal amount of Contract Securities. Any Delayed Delivery Contracts are to be with institutional investors of the types set forth in the Prospectus. At Closing Time, the Company will enter into Delayed Delivery Contracts (each for not less than the minimum principal amount of Contract Securities per Delayed Delivery Contract specified in Schedule II to the Special Provisions) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Contract Securities in excess of that specified in Schedule II to the Special Provisions. The Underwriters will not have any responsibility for the validity or performance of Delayed Delivery Contracts. The Representatives will submit to the Company, at least three business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the Warrants principal amount of Contract Securities to be purchased by each of them, and the Company will advise the Representatives at least two business days prior to Closing Time of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Contract Securities to be covered by each such Delayed Delivery Contract. The principal amount of Offered Securities agreed to be purchased by the respective Underwriters as set forth in Schedule I to the Special Provisions shall be reduced by the principal amount of Offered Securities covered by Delayed Delivery Contracts, as to each Underwriter duly paidas set forth in a written notice delivered by the Representatives to the Company; PROVIDED, against payment HOWEVER, that the total principal amount of Offered Securities to be purchased by all Underwriters shall be the purchase price therefortotal amount of Offered Securities set forth in Schedule I to the Special Provisions, less the principal amount of Offered Securities covered by Delayed Delivery Contracts.

Purchase, Sale and Delivery. On (a) Upon the basis of the representations, warranties, agreements warranties and covenants herein contained representations and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities to the UnderwriterUnderwriters, and each of the Underwriter Underwriters, severally and not jointly, agrees to purchase from the Company, Company the respective numbers of Firm Securities set forth in Schedule A hereto opposite its name at a purchase price of $2.071875 per Firm Share 97.5% of the principal amount thereof (the “Firm Share Purchase Price”) and $.1171875 per Firm Warrant (the “Firm Warrant Purchase Price”), plus accrued interest, if any, from February 1, 2021 to the First Closing Date (as defined below). On The Company is advised by the Representative that the Underwriters intend (i) to make a public offering of the Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties, agreements warranties and covenants herein contained representations and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter the Additional Shares and the Additional Warrants, and the Underwriter Underwriters shall have the right to purchase up to 1,612,500 purchase, severally and not jointly, from the Company, all or less than all of the Additional Shares Securities at the Firm Share Purchase Price and up to 1,612,500 Additional Warrants at the Firm Warrant Purchase Price. You may exercise this right with respect to just Additional Shares, just Additional Warrants or both, in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Sharesplus accrued interest, if any, from February 1, 2021 to the date of payment and delivery, provided, however, the number of Additional Warrants, if any, to Securities may be purchased by the Underwriter and the date on which such securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities nor later than ten business days after the date of such notice. Additional Shares and Additional Warrants may be purchased as provided in this Section solely only for the purpose of covering over-allotments made in connection with the offering for sale of the Firm Securities. On each dayNo Additional Securities shall be sold or delivered unless the Firm Securities previously have been, if anyor simultaneously are, that sold and delivered. This option may be exercised by the Representative on behalf of the Underwriters at any time and from time to time on or before the thirteenth day following the date hereof, by written notice to the Company. Each such notice shall set forth the aggregate principal amount of Additional Shares Securities as to which the option is being exercised and the date and time when Additional Warrants Securities are to be sold delivered (any such date and time being herein referred to as an “Option Closing Date”)additional time of purchase”); provided, however, that an additional time of purchase shall not be (i) earlier than the Underwriter agrees to time of purchase (as defined below) or (ii) later than the number of Additional Shares and Additional Warrants specified in the notice of exercise. The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending 180 days tenth Business Day after the date of on which the Final Prospectus (the “Restricted Period”), (a) for its own account, offer, pledge, sell, contract to sell, sell any option or 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, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (b) file any registration statement with the Securities and Exchange Commission (the “Commission”) relating to the offering for its own account of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than registration statements on Form S-8 and Form S-3 relating to the resale of shares issued by the Company upon the exercise of options granted or to be granted by the Company pursuant to any employee benefit plan, the terms of which shall have been disclosed in the Registration Statement, or (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a), (b) or (c) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, other than pursuant to the Exchange Offer described within the Tender Offer Statement By Issuer dated April 18, 2006exercised. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares and Warrants to be sold hereunder or (b) the issuance by the Company principal amount of shares of Common Stock or securities convertible into or exchangeable for Common Stock in connection with (i) any mergers or acquisitions of securities, businesses, property or other assets, (ii) joint ventures or other strategic corporate transactions, (iii) the exercise of an option or warrant or the conversion of a security outstanding on the date hereof or (iv) issuances to employees or directors. Payment for the Firm Additional Securities to be sold by the Company to each Underwriter shall be made the number which bears the same proportion to the Company in federal or other funds immediately available at such place in Los Angeles, California aggregate principal amount of Additional Securities being purchased as you shall designate against delivery the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities for the account of the Underwriter through the facilities of The Depository Trust Company. Such payment and delivery shall be made at 10:00 A.M.(subject, New York City timein each case, on June 5, 2006, or at to such other time on the same day or such other date, not later than June 5, 2006, as you and the Company shall agree upon. The time and date of such payment and delivery are hereinafter referred to adjustment as the Representative may determine to eliminate fractional shares). As used herein “Closing Date.” Payment for any Additional Shares and Additional Warrants shall be made to the Company in federal or other funds immediately available at such place in Los Angeles, California as you shall designate against delivery of such Additional Shares and Additional Warrants for the account of the Underwriter through the facilities of The Depository Trust Company at 10:00 A.M., New York City time, on the date specified in the corresponding notice or at such other time on the same or on such other date, in any event not later than July 5, 2006, as shall be designated in writing by you. The Firm Securities, the Additional Shares and the Additional Warrants shall be registered in such names and in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Securities, the Additional Shares and the Additional Warrants shall be delivered to you through the facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the account of the Underwriter, with any transfer taxes payable in connection with the transfer of the Shares and the Warrants to the Underwriter duly paid, against payment of the purchase price therefor.