Authorization and Sale of the Preferred Shares. Subject to these Terms and Conditions, the Company has authorized the sale of up to 4,000,000 Preferred Shares. The Company reserves the right to increase or decrease this number.

Authorization and Sale of the Preferred Shares. 1.1 Authorization; Filing of Amended and Restated Certificate of ------------------------------------------------------------ Incorporation. The Company has authorized the issuance and sale pursuant to the ------------- terms and conditions hereof of up to 1,700,000 shares of its Series A Preferred Stock, (the "Series A Shares"), having the rights, preferences and privileges as set forth in the form of the Amended and Restated Articles of Incorporation of the Company (the "Articles of Incorporation") attached hereto as Exhibit B. The --------- Company shall adopt and file the Articles of Incorporation with the Secretary of State of the State of California before the Closing (as defined below). If there is a second closing, the Company will authorize the issuance and sale pursuant to the terms and conditions hereof of an additional 300,000 shares of Series A Preferred Stock (collectively, with the 1,700,000 shares of Series A Preferred Stock above, the "Series A Shares"), having the rights, preferences and privileges as set forth in the form of the Articles of Incorporation attached hereto as Exhibit B. The Company shall adopt and file an amendment to --------- the Articles of Incorporation with the Secretary of State of the State of California before the Second Closing (as defined below).

Authorization and Sale of the Preferred Shares. 1.1 Authorization; Filing of Amended and Restated Certificate of ------------------------------------------------------------ Incorporation. The Company has authorized the issuance and sale pursuant to the ------------- terms and conditions hereof of (i) up to 1,330,798 shares of its Series C Preferred Stock, (the "Series C Shares"), having the rights, preferences and privileges as set forth in the form of the Amended and Restated Articles of Incorporation of the Company (the "Articles of Incorporation") attached hereto as Exhibit B; and (ii) warrants to purchase up to 439,164 shares of the --------- Company's Common Stock (the "Warrants"), in substantially the form attached hereto as Exhibit H; and (iii) up to 439,164 shares of its Common Stock --------- issuable upon valid exercise of the Warrants (the "Warrant Shares"). The Company shall adopt and file the Articles of Incorporation with the Secretary of State of the State of California before the Closing (as defined below).

Authorization and Sale of the Preferred Shares

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Authorization and Sale of the Shares Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares.
Authorization and Sale of Shares The Company has authorized the sale of up to two million five hundred seventy thousand (2,570,000) Shares. The Company reserves the right to increase or decrease this number.
Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."
Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.
Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. ---------------------------------------------
Authorization of the Placement Shares The Placement Shares, when issued and paid for as contemplated herein, will be validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights, and will conform to the description of the Common Stock contained in the Registration Statement and the Prospectus.
Purchase and Sale of Common Stock and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.
Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).
Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.
Registration and Sale of Additional Shares The Fund will from time to time use its best efforts to register under the 1933 Act such number of Shares not already so registered as you may reasonably be expected to sell on behalf of the Fund. You and the Fund will cooperate in taking such action as may be necessary from time to time to comply with requirements applicable to the sale of Shares by you or the Fund in any states mutually agreeable to you and the Fund, and to maintain such compliance. This Agreement relates to the issue and sale of Shares that are duly authorized and registered under the 1933 Act and available for sale by the Fund, including redeemed or repurchased Shares if and to the extent that they may be legally sold and if, but only if, the Fund sees fit to sell them.

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