Common use of Agreement to Subscribe Purchase Price Clause in Contracts

Agreement to Subscribe Purchase Price. (i) Buyer hereby subscribes for 625,000 Shares of Series A Preferred Stock in exchange for $2.5 million in cash (the "Purchase Price"). Each share of Series A Preferred Stock shall be convertible into one share of Common Stock in accordance with the terms set forth in the Certificate of Designation attached as Exhibit A to this Agreement. (ii) The Series A Preferred Stock shall pay a quarterly dividend equal to 4% per annum. The dividend shall be payable by the issuance of additional shares of Common Stock. The number of shares to be issued as a dividend shall be determined based on the average closing bid price for a share of Common Stock as reported by the Nasdaq SmallCap Market for the 20 trading days preceding the record date for the declaration of the dividend. (iii) Buyer shall pay the aforesaid principal amount as the purchase price for the Shares subscribed for by it by wire transfer of immediately available, federal funds in United States dollars against counter-delivery of the Shares by Seller. The closing of the purchase and sale of the Shares (the "Closing") shall take place on or about April 28, 1997, at 10:00 a.m. at the offices of Seller's counsel, Camhy ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.