Common use of Sale of Common Stock Clause in Contracts

Sale of Common Stock. Subject to the terms and conditions hereof, the Company has offered, and will issue and sell to the Purchaser and other purchasers, and the Purchaser and the other purchasers will, severally and not jointly, buy from the Company a total of up to 48,430,000 shares of the Common Stock, at a purchase price of $1.90 per share, with the Purchaser and each other purchaser, severally and not jointly, purchasing the number of shares of Common Stock for the aggregate purchase price indicated in such purchaser's Subscription Agreement (the "Purchase Price"). The Purchase Price will be paid in cash. The shares of Common Stock to be issued and sold by the Company and purchased by the Purchaser pursuant to this Agreement, as set forth in the Purchaser's Subscription Agreement, are herein referred to as the "Shares." This Agreement and the Purchaser's obligation hereunder are not conditioned on the sale of any minimum number of Shares. The Shares will be offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemptions from registration provided by the Securities Act and/or regulations thereunder, including Section 4(2). The Company has delivered, or made available on its website or otherwise, to the Purchaser copies of the SEC Reports (as such term is defined in Section 3.5 below). The Purchaser of Shares (and any subsequent permitted transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the date hereof (as attached to the Subscription Agreement as Exhibit B, the "Registration Rights Agreement"), by and among the Company and the Purchaser. Pursuant to the Registration Rights Agreement, the Company will file with the Securities and Exchange Commission (the "SEC" or the "Commission") no later than 30 days after the closing of the Purchaser's commitments hereunder (the "Closing"), a shelf registration statement, on such SEC form that is available to the Company, pursuant to SEC Rule 415 (the "Registration Statement") under the Securities Act relating to the resale of the Shares by the Purchaser. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable and within 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, within 90 days after the Closing and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective from the date such Registration Statement becomes effective until the earlier of (i) the date on which all the Shares have been sold pursuant to the Registration Statement or Rule 144 promulgated under the Securities Act ("Rule 144"), and (ii) such time as the Company reasonably determines, based on an opinion of counsel, that the Purchaser is eligible to sell under Rule 144 all of the Shares then owned by the Purchaser within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Registration Statement (the "Effectiveness Period"). Should the Registration Statement not be declared effective within 60 days after the Closing, or in the event of a review by the Commission, within 90 days after the Closing, or should its effectiveness lapse prior to the end of the Effectiveness Period, then the Company shall pay to the Purchaser certain liquidated damages, as set forth in the Registration Rights Agreement.

Sale of Common Stock. Subject to the terms and conditions hereof, the Company has offered, and will issue and sell (the "Offering") to the Purchaser and other purchasersPurchasers, and the Purchaser and the other purchasers will, severally and not jointly, Purchasers will buy from the Company Company, a total of up to 48,430,000 1,500,000 shares of common stock, $0.001 par value per share, of the Company (the "Common Stock, at a ") for the purchase price of $1.90 7.25 per share, with the each Purchaser and each other purchaser, severally and not jointly, purchasing the number of shares of Common Stock for the aggregate cash purchase price indicated in such purchaser's Subscription Agreement (the "Purchase Price"). The Purchase Price will be paid in cashon Schedule 1 attached hereto. The shares of Common Stock to be issued and sold by the Company and purchased by the Purchaser Purchasers pursuant to this Agreement, as set forth in the Purchaser's Subscription Agreement, Agreement are herein referred to as the "Shares." This Agreement and the each Purchaser's obligation hereunder are not conditioned on the sale of any minimum number of Shares. The Shares will be offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemptions exemption from registration provided by Section 4(2) of the Securities Act and/or regulations and Regulation D thereunder, including Section 4(2). The Company has delivered, or made available on its website or otherwise, prepared and delivered to the each Purchaser copies of the SEC Reports an Offering Memorandum, dated April 9, 2002 (as such term is defined in Section 3.5 belowit may be amended or supplemented, and including the exhibits and/or schedules thereto and the information incorporated therein by reference, the "Offering Memorandum"). The Purchaser of Shares Purchasers (and any subsequent permitted transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the date hereof (as attached to the Subscription Agreement hereto as Exhibit BA, the "Registration Rights Agreement"), by and among the Company and the PurchaserPurchasers. Pursuant to the Registration Rights Agreement, the Company will file with the Securities and Exchange Commission (the "SEC" or the "Commission") no later than 30 days after the closing of the Purchaser's commitments hereunder (the "Closing"), a shelf registration statement, statement on such SEC form that is available to the Company, Form S-3 pursuant to SEC Rule 415 (the "Registration Statement") under the Securities Act relating to the resale of the Shares by the Purchaser. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable and within 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, within 90 days after the Closing and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective from the date such Registration Statement becomes effective until the earlier of (i) the date on which all the Shares have been sold pursuant to the Registration Statement or Rule 144 promulgated under the Securities Act ("Rule 144"), and (ii) such time as the Company reasonably determines, based on an opinion of counsel, that the Purchaser is eligible to sell under Rule 144 all of the Shares then owned by the Purchaser within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Registration Statement (the "Effectiveness Period"). Should the Registration Statement not be declared effective within 60 days after the Closing, or in the event of a review by the Commission, within 90 days after the Closing, or should its effectiveness lapse prior to the end of the Effectiveness Period, then the Company shall pay to the Purchaser certain liquidated damages, as set forth in the Registration Rights AgreementPurchasers.

Sale of Common Stock. Subject RESOLVED, that subject to prior compliance with federal and state securities laws (the “Securities Laws”), the proper officers of the Company be, and each of them hereby is, authorized, for and on behalf of the Company, to sell an aggregate of 200,000 shares of its common stock, par value $0.0001 per share (“Common Stock”), to the terms following persons (each, a “Purchaser,” and conditions hereofcollectively, the Company has offered“Purchasers”): Name Number of Shares Rxxxxxx X. Xxxxxx 100,000 Axxxx X. Xxxxxxxx 100,000 and further; RESOLVED, that the sale and will issue and sell issuance of Common Stock to the Purchasers was for consideration equal to $0.0001 per share pursuant to a Stock Purchase Agreement (the “Purchase Agreement”) in substantially the form attached hereto as Exhibit A; and further RESOLVED, that the sale and issuance of Common Stock to each of the Purchasers shall be conditioned upon the receipt by the Company from each Purchaser of the purchase price of $0.0001 per share and other purchasers, and the execution by the Purchaser and the other purchasers willCompany of the Purchase Agreement; and further RESOLVED, severally that upon the issuance and not jointlysale in accordance with the foregoing resolutions, buy from such shares of Common Stock shall be fully paid and nonassessable shares of the Company; and further RESOLVED, that the appropriate officers of the Company a total be, and each of up them hereby is, authorized, for and on behalf of the Company, (a) to 48,430,000 take all actions necessary to comply with the Securities Laws with respect to the above-described issuance of shares, (b) to thereafter issue on behalf of this Company pursuant to the authorization above, the shares of Common Stock described above, and (c) to take such other action as they may deem necessary or appropriate to carry out the issuance of the shares and the intent of these resolutions; and further RESOLVED, that, in accordance with each Purchase Agreement, the Common Stock to be sold to the Purchasers shall be subject to repurchase by the Company, at the original exercise price paid per share, upon the Purchasers cessation of service prior to vesting in those shares. So long (and only for so long) as the Purchaser remains continuously employed by the Company or any subsidiary or parent of the Company, such repurchase right shall lapse with respect to the shares, and each Purchaser shall vest in his shares, as follows: (a) 25% of the shares on the Qualified Financing Closing Date (as defined in the Purchase Agreement); (b) 25% of the balance of the shares upon the first anniversary of the Qualified Financing Closing Date; and (c) 2.0833% of the balance of the shares upon the expiration of each full month elapsed after the first anniversary of the Qualified Financing Closing Date; and further RESOLVED, that the shares purchased under each Purchase Agreement shall be subject to the Company’s right of first refusal, exercisable in the event the Purchaser should decide to sell or otherwise transfer any of the shares purchased under such Purchase Agreement prior to the initial public offering of the Common Stock; and further RESOLVED, at a purchase price of $1.90 per share, with that the Purchaser and each other purchaser, severally and not jointly, purchasing terms pursuant to which the number of shares of Common Stock for purchased under the aggregate purchase price indicated in such purchaser's Subscription Purchase Agreement (the "Purchase Price"). The Purchase Price will may be paid in cash. The shares of Common Stock to be issued and sold repurchased by the Company under the repurchase and purchased by the Purchaser pursuant to this Agreement, first refusal rights specified above shall be substantially as set forth in the Purchaser's Subscription Agreement, are herein referred to as the "Shares." This Agreement and the Purchaser's obligation hereunder are not conditioned on the sale of any minimum number of Shares. The Shares will be offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemptions from registration provided by the Securities Act and/or regulations thereunder, including Section 4(2). The Company has delivered, or made available on its website or otherwise, to the Purchaser copies of the SEC Reports (as such term is defined in Section 3.5 below). The Purchaser of Shares (and any subsequent permitted transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the date hereof (as attached to the Subscription Agreement as Exhibit B, the "Registration Rights Agreement"), by and among the Company and the Purchaser. Pursuant to the Registration Rights Agreement, the Company will file with the Securities and Exchange Commission (the "SEC" or the "Commission") no later than 30 days after the closing of the Purchaser's commitments hereunder (the "Closing"), a shelf registration statement, on such SEC form that is available to the Company, pursuant to SEC Rule 415 (the "Registration Statement") under the Securities Act relating to the resale of the Shares by the Purchaser. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable and within 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, within 90 days after the Closing and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective from the date such Registration Statement becomes effective until the earlier of (i) the date on which all the Shares have been sold pursuant to the Registration Statement or Rule 144 promulgated under the Securities Act ("Rule 144"), and (ii) such time as the Company reasonably determines, based on an opinion of counsel, that the Purchaser is eligible to sell under Rule 144 all of the Shares then owned by the Purchaser within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Registration Statement (the "Effectiveness Period"). Should the Registration Statement not be declared effective within 60 days after the Closing, or in the event of a review by the Commission, within 90 days after the Closing, or should its effectiveness lapse prior to the end of the Effectiveness Period, then the Company shall pay to the Purchaser certain liquidated damages, as set forth in the Registration Rights Purchase Agreement.

Sale of Common Stock. Subject to the terms and conditions hereof, the Company has offered, and will issue and sell (the "Offering") to the Purchaser and other purchasersPurchasers, and the Purchaser and the other purchasers Purchasers will, severally and not jointly, buy from the Company a total of up to 48,430,000 5,000,000 shares of the common stock, $0.001 par value per share, of the Company (the "Common Stock, at a ") for the purchase price of $1.90 3.10 per share, with the Purchaser and each other purchaserPurchaser, severally and not jointly, purchasing the number of shares of Common Stock for the aggregate cash purchase price indicated in such purchaserPurchaser's Subscription Agreement (the "Purchase Price"). The Purchase Price will be paid in cashAgreement. The shares of Common Stock to be issued and sold by the Company and purchased by the Purchaser Purchasers pursuant to this Agreement, as set forth in the Purchaser's Subscription Agreement, Agreement are herein referred to as the "Shares." This Agreement and the each Purchaser's obligation hereunder are not conditioned on the sale of any minimum number of Shares. The Shares will be offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemptions exemption from registration provided by Section 4(2) of the Securities Act and/or regulations and Regulation D thereunder, including Section 4(2). The Company has delivered, or made available on its website or otherwise, prepared and delivered to the each Purchaser copies of a Confidential Private Placement Memorandum, dated as of the SEC Reports date hereof (as such term is defined in Section 3.5 belowit may be amended or supplemented, and including the exhibits and/or schedules thereto and the information incorporated therein by reference, the "Offering Document"). The Purchaser Purchasers of Shares (and any subsequent permitted transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the date hereof (as attached to the Subscription Agreement as Exhibit B, the "Registration Rights Agreement"), by and among the Company and the PurchaserPurchasers. Pursuant to the Registration Rights Agreement, the Company will file with the Securities and Exchange Commission (the "SEC" or the "Commission") no later than 30 days as soon as practicable after the closing of the Purchaser's commitments hereunder Purchasers' commitment (the "Closing"), and in no event later than 30 days thereafter, a shelf registration statement, statement on such SEC form that is available to the Company, Form S-3 pursuant to SEC Rule 415 (the "Registration Statement") under the Securities Act relating to the resale of the Shares by the PurchaserPurchasers. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable and within 60 90 days after the Closing or, in the event of a review of the Registration Statement by the Commission, within 90 120 days after the Closing and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective from the date such Registration Statement becomes effective until the earlier of (i) the date on which all of the Shares have been sold pursuant to resold under the Registration Statement or Rule 144 promulgated under the Securities Act ("Rule 144"), and (ii) such time as the Company reasonably determines, based date on an opinion of counsel, that the Purchaser is eligible to sell under Rule 144 which all of the Shares then owned may be traded by the Purchaser within Purchasers without restriction under the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Registration Statement federal securities laws (the "Effectiveness Period"). Should the Registration Statement not be declared effective within 60 90 days after the Closing, or in the event of a review by the Commission, within 90 120 days after the Closing, or should its effectiveness lapse prior to the end of the Effectiveness Period, then the Company shall pay to the each Purchaser certain liquidated damages, as set forth in the Registration Rights Agreement.

Sale of Common Stock. Subject to the terms and conditions hereof, the Company has offered, and will issue and sell (the "Offering") to the Purchaser and other purchasers, Purchasers and the Purchaser and the other purchasers will, severally and not jointly, Purchasers will buy from the Company a total of up to 48,430,000 453,001 shares of common stock, $.01 par value per share, of the Company (the "Common Stock, at a ") for the purchase price of $1.90 4.415 per share, with the each Purchaser and each other purchaser, severally and not jointly, purchasing the number of shares of Common Stock for the aggregate cash purchase price indicated in such purchaser's on the Subscription Agreement (the "Purchase Price"). The Purchase Price will be paid in cashAgreement. The shares of Common Stock to be issued and sold by the Company and purchased by the Purchaser Purchasers pursuant to this Agreement, as set forth in the Purchaser's Subscription Agreement, Agreement are herein referred to as the "Shares." This Agreement and the each Purchaser's obligation hereunder are not conditioned on the sale of any minimum number of Shares. As an inducement for the Purchasers to purchase the Shares, subject to the terms and conditions hereof, the Company will issue to each Purchaser a warrant to purchase a number of shares of Common Stock equal to the number of shares of Common Stock purchased by each Purchaser herein (a "Warrant") at an exercise price of $4.415 for a term of twelve (12) months. Each Warrant will be issued in substantially the form attached hereto as Appendix 1. The Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants ("Warrant Shares", and collectively with the Shares and the Warrants, the "Securities") will be offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemptions exemption from registration provided by Section 4(2) of the Securities Act and/or regulations and Regulation D thereunder, including Section 4(2). The Company has delivered, or made available on its website or otherwise, to the Purchaser copies of the SEC Reports (as such term is defined in Section 3.5 below). The Purchaser of Shares Purchasers (and any subsequent permitted transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the date hereof (as attached to the Subscription Agreement as Exhibit B, the "Registration Rights Agreement"), by and among the Company and the PurchaserPurchasers. Pursuant to the Registration Rights Agreement, the Company will file with the Securities and Exchange Commission (the "SEC" or the "Commission") no later than 30 days after the closing of the Purchaser's commitments hereunder (the "Closing"), a shelf registration statement, statement on such SEC form that is available to the Company, Form S-3 pursuant to SEC Rule 415 (the "Registration Statement") under the Securities Act relating to the resale of the Shares and the Warrant Shares by the PurchaserPurchasers. The Company shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable and within 60 days after the Closing or, in the event six months of a review of the Registration Statement by the Commission, within 90 days after the Closing and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective from the date such Registration Statement becomes be maintained effective until the earlier of (i) the date on which all the Shares Securities have been sold pursuant to the resold under such Registration Statement or Rule 144 promulgated under the Securities Act ("Rule 144"), and (ii) such time the date on which all Registrable Securities (as the Company reasonably determines, based on an opinion of counsel, that the Purchaser is eligible to sell under Rule 144 all of the Shares then owned by the Purchaser within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Registration Statement (the "Effectiveness Period"). Should the Registration Statement not be declared effective within 60 days after the Closing, or in the event of a review by the Commission, within 90 days after the Closing, or should its effectiveness lapse prior to the end of the Effectiveness Period, then the Company shall pay to the Purchaser certain liquidated damages, as set forth defined in the Registration Rights Agreement) may be resold without restriction or limitation.

Sale of Common Stock. Subject to the terms and conditions hereof, the Company has offered, and will issue and sell (the "Offering") to the Purchaser and other purchasers, Purchasers and the Purchaser and the other purchasers will, severally and not jointly, Purchasers will buy from the Company upon acceptance by the Company of the Subscription Agreements a total of up to 48,430,000 1,793,000 shares of common stock, $0.001 par value per share, of the Company (the "Common Stock, at a ") for the purchase price of $1.90 9.75 per share, with the each Purchaser and each other purchaser, severally and not jointly, purchasing the number of shares of Common Stock for the aggregate cash purchase price indicated in such purchaser's the Subscription Agreement (the "Purchase Price"). The Purchase Price will be paid in cashAgreement. The shares of Common Stock to be issued and sold by the Company and purchased by the Purchaser Purchasers pursuant to this Agreement, as set forth in the Purchaser's Subscription Agreement, Agreement are herein referred to as the "Shares." This Agreement and the each Purchaser's obligation hereunder are not conditioned on the sale of any minimum number of Shares. The Shares will be offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemptions exemption from registration provided by Section 4(2) of the Securities Act and/or regulations and Regulation D thereunder, including Section 4(2). The Company has delivered, or made available on its website or otherwise, prepared and delivered to the each Purchaser copies of the SEC Reports a Confidential Offering Memorandum, dated July 11, 2002 (as such term is defined in Section 3.5 belowit may be amended or supplemented, and including the exhibits and/or schedules thereto and the information incorporated therein by reference, the "Offering Memorandum"). The Purchaser of Shares Purchasers (and any subsequent permitted transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the date hereof (as attached to the Subscription Agreement as Exhibit B, the "Registration Rights Agreement"), by and among the Company and the PurchaserPurchasers. Pursuant to the Registration Rights Agreement, the Company will file with the Securities and Exchange Commission (the "SEC" or the "Commission") no later than 30 days after the closing of the Purchaser's commitments hereunder (the "Closing"), a shelf registration statement, statement on such SEC form that is available to the Company, Form S-3 pursuant to SEC Rule 415 (the "Registration Statement") under the Securities Act relating to the resale of the Shares by the PurchaserPurchasers. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable promptly and within 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, within 90 days after the Closing and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective from the date such Registration Statement becomes be maintained effective until the earlier of (i) the date on which all of the Shares have been sold pursuant to resold under the Registration Statement or Rule 144 promulgated under the Securities Act ("Rule 144"), and (ii) such time as the Company reasonably determines, based date on an opinion of counsel, that the Purchaser is eligible to sell under Rule 144 which all of the Shares then owned may be traded by the Purchaser within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Registration Statement (the "Effectiveness Period"). Should the Registration Statement not be declared effective within 60 days after the Closing, or in the event of a review by the Commission, within 90 days after the Closing, or should its effectiveness lapse prior to the end of the Effectiveness Period, then the Company shall pay to the Purchaser certain liquidated damages, as set forth in the Registration Rights AgreementPurchasers without restriction.

Sale of Common Stock. Subject to the terms and conditions hereof, the Company has offered, and will issue and sell to the Purchaser and other purchasers, Purchasers and the Purchaser and the other purchasers will, severally and not jointly, Purchasers will buy from the Company a total of up to 48,430,000 4,090,909 shares of common stock, $.001 par value per share, of the Company (the "Common Stock, at a " or "Common Shares") for the purchase price of $1.90 2.00 per share, with the each Purchaser and each other purchaser, severally and not jointly, purchasing the number of shares of Common Stock for the aggregate purchase price indicated in such purchaser's Subscription Agreement (the "Purchase Price"). The Purchase Price will be paid in cashon Schedule 1 attached hereto. The shares of Common Stock to be issued and sold by the Company and purchased by the Purchaser Purchasers pursuant to this Agreement, as set forth in the Purchaser's Subscription Agreement, Agreement are herein referred to as the "Common Shares." This Agreement and the each Purchaser's obligation hereunder are not conditioned on the sale of any minimum number of Common Shares. As an inducement for the Purchasers to purchase the Common Stock, subject to the terms and conditions hereof, the Company will issue to each Purchaser a warrant to purchase a number of shares of Common Stock equal to 10% of the whole number of shares on Common Stock purchased by each Purchaser herein (a "Warrant") at an exercise price of $3.00 for a term of five years. Each Warrant will be issued in substantially the form attached hereto as Exhibit A. The Common Shares will be offered and sold and each Warrant will be issued to the Purchasers without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemptions exemption from registration provided by Section 4(2) of the Securities Act and/or regulations and Regulation D thereunder, including Section 4(2). The Company has delivered, or made available on its website or otherwise, prepared and delivered to the each Purchaser copies of the SEC Reports an Offering Memorandum, dated January 28, 2002 (as such term is defined in Section 3.5 belowit may be amended or supplemented, and including the exhibits and/or schedules thereto, the "Offering Memorandum"). The Purchaser of Shares Purchasers (and any subsequent permitted transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the date hereof (as attached to the Subscription Agreement hereto as Exhibit B, the "Registration Rights Agreement"), by and among between the Company and the PurchaserPurchasers. Pursuant to the Registration Rights Agreement, the Company will file with the Securities and Exchange Commission (the "SEC" or the "Commission") no later than 30 days after the closing of the Purchaser's commitments hereunder (the "Closing"), a shelf registration statement, statement on such SEC form that is available to the Company, Form S-3 pursuant to SEC Rule 415 (the "Registration Statement") under the Securities Act relating to the resale of the Common Shares and the resale of shares of Common Stock issued upon exercise of the Warrants ("Warrant Shares") by the Purchaser. The Company shall Purchasers, and to use its commercially reasonable best efforts to cause such Registration Statement shelf registration statement to be declared effective as soon as reasonably practicable and within 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, within 90 days after the Closing and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective from the date such Registration Statement becomes effective until the earlier of (i) the date on which all the Shares have been sold pursuant to the Registration Statement or Rule 144 promulgated under the Securities Act ("Rule 144"), and (ii) such time as the Company reasonably determines, based on an opinion of counsel, that the Purchaser is eligible to sell under Rule 144 all of the Shares then owned by the Purchaser within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Registration Statement (the "Effectiveness Period"). Should the Registration Statement not be declared effective within 60 days after the Closing, or in the event of a review by the Commission, within 90 days after the Closing, or should its effectiveness lapse prior to the end of the Effectiveness Period, then the Company shall pay to the Purchaser certain liquidated damages, as set forth in the Registration Rights Agreementeffective.

Sale of Common Stock. Subject to the terms and conditions hereofof this Agreement, the Company has offered, and will issue and hereby agrees to sell to the Purchaser and other purchasers, and the Purchaser and hereby agrees to purchase from Company the other purchasers willnumber of shares of Company's Common Stock set forth opposite the Purchaser's name on Exhibit A (the "Shares"), severally and not jointlyat the purchase price listed on Exhibit A. Upon execution of this Agreement (the "Closing"), buy from (A) the Company shall deliver or cause to be delivered to Purchaser the following: (i) a total certificate evidencing a number of up to 48,430,000 shares of Common Stock being purchased by Purchaser, registered in the Common Stockname of Purchaser; (ii) the Registration Rights Agreement (the "Registration Rights Agreement") in the form attached hereto as Annex A, at a purchase price duly executed by the Company; and (iii) the Warrant (the "Warrant"), registered in the name of $1.90 per share, with the Purchaser and each other purchaserin the form attached hereto as Annex B, severally and not jointly, purchasing giving the Purchaser the right to acquire the number of shares of Common Stock for upon the aggregate purchase price indicated in such purchaser's Subscription Agreement exercise of the Warrant (the "Purchase PriceWarrant Shares"). The Purchase Price will be paid in cash. The shares of Common Stock ) listed on Exhibit A and (B) the Purchaser shall deliver or cause to be issued and sold by delivered to the Company and purchased by the Purchaser pursuant to this Agreement, as set forth in the Purchaser's Subscription Agreement, are herein referred to as the "Shares." This Agreement and the Purchaser's obligation hereunder are not conditioned on the sale of any minimum number of Shares. The Shares will be offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemptions from registration provided by the Securities Act and/or regulations thereunder, including Section 4(2). The Company has delivered, or made available on its website or otherwise, to the Purchaser copies of the SEC Reports (as such term is defined in Section 3.5 below). The Purchaser of Shares (and any subsequent permitted transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the date hereof (as attached to the Subscription Agreement as Exhibit B, the "Registration Rights Agreement"), by and among the Company and the Purchaser. Pursuant to the Registration Rights Agreement, the Company will file with the Securities and Exchange Commission (the "SEC" or the "Commission") no later than 30 days after the closing of the Purchaser's commitments hereunder (the "Closing"), a shelf registration statement, on such SEC form that is available to the Company, pursuant to SEC Rule 415 (the "Registration Statement") under the Securities Act relating to the resale of the Shares by the Purchaser. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable and within 60 days after the Closing or, in the event of a review of the Registration Statement by the Commission, within 90 days after the Closing and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective from the date such Registration Statement becomes effective until the earlier of following: (i) the date on which all purchase price for the Shares have been sold and Warrant being purchased by Purchaser, by delivery of a secured previous note issued pursuant to the Registration Statement or Rule 144 promulgated under Note and Warrant Purchase Agreement in the Securities Act principal amount of $3.0 million dated October 1, 2002 (the "Rule 144Secured Previous Note"), ) for cancellation; and (ii) such time as the Company reasonably determines, based Registration Rights Agreement duly executed by Purchaser. Any principal and accrued interest on an opinion of counsel, that the Purchaser is eligible to sell under Rule 144 all Secured Previous Note not cancelled shall be repaid on the day of the Shares then owned by the Purchaser within the volume limitations imposed by paragraph (e) of Rule 144 in the three month period immediately following the termination of the effectiveness of the Registration Statement Closing (the "Effectiveness PeriodClosing Date"). Should the Registration Statement not be declared effective within 60 days after the Closing, or in the event of a review by the Commission, within 90 days after the Closing, or should its effectiveness lapse prior to the end of the Effectiveness Period, then the Company shall pay to the Purchaser certain liquidated damages, as set forth in the Registration Rights Agreement.

Sale of Common Stock. Subject to the terms and conditions hereof, the Company has offered, and will issue and sell (the “Offering”) to the Purchaser and other purchasersPurchaser, and the Purchaser and the other purchasers will, severally and not jointly, will buy from the Company a total of up to 48,430,000 Company, 1,256,281 shares of common stock, US$.01 par value per share, of the Company (the “Common Stock, at a ”) for the purchase price of $1.90 US$7.96 per share, with the Purchaser share and each other purchaser, severally and not jointly, purchasing the number of shares of Common Stock for the an aggregate purchase price indicated in such purchaser's Subscription Agreement (the "Purchase Price"). The Purchase Price will be paid in cashof US$10,000,000. The shares of Common Stock to be issued and sold by the Company and purchased by the Purchaser pursuant to this Agreement, as set forth in the Purchaser's Subscription Agreement, Agreement are herein referred to as the "“Shares." This Agreement and the Purchaser's obligation hereunder are not conditioned on the sale of any minimum number of Shares. ” The Shares will be offered and sold without registration under the Securities Act of 1933, as amended (the "“Securities Act"”), in reliance upon the exemptions exemption from registration provided by Section 4(2) of the Securities Act and/or regulations and Regulation D thereunder, including . Purchaser will be required to hold the Shares for a period of at least two (2) years as contemplated in Section 4(2)5.1 below. The Company has delivered, or made available on its website or otherwise, to Following the Purchaser copies expiration of the SEC Reports Retention Period (as such term is defined in Section 3.5 5.1 below). The , Purchaser of Shares (and any subsequent permitted transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the date hereof (as attached to the Subscription Agreement as Exhibit B, the "Registration Rights Agreement")hereof, by and among between the Company and the Purchaser. Pursuant to the Registration Rights Agreement, the Company will file with the Securities and Exchange Commission (the "“SEC" ” or the "“Commission"”) no later than 30 days after the closing of the Purchaser's commitments hereunder (the "Closing"), a shelf registration statement, statement on such SEC form that is available to the Company, Form S-3 pursuant to SEC Rule 415 (the "“Registration Statement"”) under the Securities Act relating to the resale of the Shares by the Purchaser. The Company shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable and within 60 days after following the Closing or, in the event of a review expiration of the Registration Statement by the Commission, within 90 days after the Closing Retention Period and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective from the date such Registration Statement becomes be maintained effective until the earlier of (i) the date on which all the Shares have been sold pursuant to the resold under such Registration Statement or Rule 144 promulgated under the Securities Act ("Rule 144"), and (ii) such time the date on which all Registrable Securities (as the Company reasonably determines, based on an opinion of counsel, that the Purchaser is eligible to sell under Rule 144 all of the Shares then owned by the Purchaser within the volume limitations imposed by paragraph (e) of Rule 144 defined in the three month period immediately following the termination of the effectiveness of the Registration Statement Rights Agreement) may be resold without restriction or limitation (the "“Effectiveness Period"”). Should the Registration Statement for the Shares not be declared effective within 60 days after of the Closing, or in end of the event of a review by the Commission, within 90 days after the Closing, Retention Period or should its the effectiveness lapse prior to the end of the Effectiveness Period, then the Company Purchaser shall pay have demand registration rights to the Purchaser certain liquidated damages, as extent set forth in the Registration Rights Agreement.