Common use of Purchase and Sale of Convertible Notes and Warrants Clause in Contracts

Purchase and Sale of Convertible Notes and Warrants. (a) At any time during the Option Period, the Company may, at its sole option, elect to require the ▇▇▇▇▇ Funds to purchase all but not less than all of the Convertible Notes. The notice provided by the Company to the ▇▇▇▇▇ Funds (the "Purchase Notice") shall set forth the date of such purchase of Convertible Notes (the "Purchase Date"), which date shall not be less than twenty (20) business days after the date of the Purchase Notice. (b) Upon delivery or receipt of the Purchase Notice, each of ▇▇▇▇▇ Partners, ▇▇▇▇▇ International and ▇▇▇▇▇ Employee jointly and severally agrees to purchase from the Company on the Purchase Date the Convertible Notes for an aggregate purchase price equal to $1,000,000 (the "Purchase Price"). On the Purchase Date, the ▇▇▇▇▇ Funds shall pay the Purchase Price to the Company by wire transfer of immediately available funds, and the Company shall issue to the ▇▇▇▇▇ Funds the Convertible Notes, which shall be in the form of Exhibit A attached hereto. (c) As consideration for the agreement by the ▇▇▇▇▇ Funds to purchase the Convertible Notes, on the date hereof the Company shall issue the Warrants to the ▇▇▇▇▇ Funds, such Warrants to be in the form of Exhibit B attached hereto. In addition, on the date hereof, the parties agree to execute and deliver Amendment No. 2 to Investors' Rights Agreement (the "Amendment"), which shall be in the form of Exhibit C attached hereto. (d) By written notice to the ▇▇▇▇▇ Partners on or before September 30, 2005, the Option Period may be extended through ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇"). As consideration for the extension of the Option Period, the Company shall issue to the ▇▇▇▇▇ Funds Warrants in the form of Exhibit B for an aggregate of an additional 40,000 shares of Common Stock. The additional 40,000 Warrants shall be delivered to the ▇▇▇▇▇ Funds with the Extension Notice.

Purchase and Sale of Convertible Notes and Warrants. (a) At any time during the Option Periodbetween March 31, 2004 and March 31, 2005, the Company may, at its sole option, elect to require the ▇▇▇▇▇ Funds to purchase all but not less than all of the Convertible Notes. The notice provided by the Company to the ▇▇▇▇▇ Funds (the "Purchase Notice") shall set forth the date of such purchase of Convertible Notes (the "Purchase Date"), which date shall not be less than twenty (20) business days after the date of the Purchase Notice. (b) Upon delivery or receipt of the Purchase Notice, each of ▇▇▇▇▇ Partners, ▇▇▇▇▇ International and ▇▇▇▇▇ Employee jointly and severally agrees to purchase from the Company on the Purchase Date the Convertible Notes for an aggregate purchase price equal to $1,000,000 (the "Purchase Price"). On the Purchase Date, the ▇▇▇▇▇ Funds shall pay the Purchase Price to the Company by wire transfer of immediately available funds, and the Company shall issue to the ▇▇▇▇▇ Funds the Convertible Notes, which shall be in the form of Exhibit A attached hereto. (c) As consideration for the agreement by the ▇▇▇▇▇ Funds to purchase the Convertible Notes, on the date hereof the Company shall issue the Warrants to the ▇▇▇▇▇ Funds, such Warrants to be in the form of Exhibit B attached hereto. In addition, on the date hereof, the parties agree to execute and deliver Amendment No. 2 1 to Investors' Rights Agreement (the "Amendment"), which shall be in the form of Exhibit C attached hereto. (d) By written notice to the ▇▇▇▇▇ Partners on or before September 30, 2005, the Option Period may be extended through ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇"). As consideration for the extension of the Option Period, the Company shall issue to the ▇▇▇▇▇ Funds Warrants in the form of Exhibit B for an aggregate of an additional 40,000 shares of Common Stock. The additional 40,000 Warrants shall be delivered to the ▇▇▇▇▇ Funds with the Extension Notice.