Common use of Purchase and Sale of the Notes Clause in Contracts

Purchase and Sale of the Notes. 2.2.1.1. On the Closing Date and from time to time thereafter as provided herein and subject to satisfaction of the conditions set forth in Sections 3.1 and 3.2, the Company agrees to issue and sell, and each Note Purchaser agrees to purchase, for an amount equal to the original principal amount thereof and in accordance with the percentages set forth on Schedule 2.2, Notes in an aggregate original principal amount of up to $4,200,000 (or such greater amount as the Note Purchasers may agree in their sole discretion). The purchase price of the Notes allocated in accordance with the percentages set forth Schedule 2.2 shall be payable in immediately available funds by wire transfer to the deposit account of the Company as identified in writing by the Company to the Note Purchasers prior to the Closing Date and each subsequent date of issuance of Notes thereafter. No Note Purchaser shall be responsible for any default by any other Note Purchaser in its obligation to acquire Notes hereunder. The Company may subsequently request, and the Note Purchasers may in their sole discretion agree, to the purchase and sale of additional Notes in excess of such amount. 2.2.1.2. The Notes to be issued on the Closing Date shall be in an aggregate original principal amount of $200,000. The proceeds of the Notes issued on the Closing Date shall be used to pay the third party expenses set forth on Schedule 2.2.1 and to pay the Company’s transaction expenses. 2.2.1.3. From time to time following the Closing Date and through the fourth anniversary of the Closing Date (or, upon mutual prior agreement of the Company and the Majority Note Purchasers, through the fifth anniversary of the Closing Date), on not less than 10 Business Days prior written notice, the Company may request that the Note Purchasers acquire, and subject to the conditions set forth in Section 3.3, the Note Purchasers shall acquire, additional Notes in an aggregate original principal amount of up to $4,000,000 (excluding any PIK Interest) (or such greater amount as the Note Purchasers may agree in their sole discretion). The proceeds of the Notes issued following the Closing Date shall be applied solely to the payment of Monetization Expenses (or to reimburse the Company for the payment of Monetization Expenses). The Company may not request additional Notes to be acquired more than one time in any calendar month, and any such requests shall be in a minimum amount of $100,000.

Purchase and Sale of the Notes. 2.2.1.1. On the Closing Date and from time to time thereafter as provided herein and subject to satisfaction of the conditions set forth in Sections 3.1 and 3.2, the Company agrees to issue and sell, and each Note Purchaser agrees to purchase, for an amount equal to the original principal amount thereof and in accordance with the percentages set forth on Schedule 2.2, Notes in an aggregate original principal amount of up to $4,200,000 10,700,000 (or such greater amount as the Note Purchasers may agree in their sole discretion). The Company issued $900,000 of Notes to the Note Purchasers prior to the First Amendment Effective Date. The purchase price of the Notes allocated in accordance with the percentages set forth Schedule 2.2 shall be payable in immediately available funds by wire transfer to the deposit account of the Company as identified in writing by the Company to the Note Purchasers prior to the Closing Date and each subsequent date of issuance of Notes thereafter. No Note Purchaser shall be responsible for any default by any other Note Purchaser in its obligation to acquire Notes hereunder. The Company may subsequently request, and the Note Purchasers may in their sole discretion agree, to the purchase and sale of additional Notes in excess of such amount. 2.2.1.2. The Notes to be issued on the Closing Date shall be in an aggregate original principal amount of $200,000. The proceeds of the Notes issued on the Closing Date shall be used to pay the third party expenses set forth on Schedule 2.2.1 and to pay the Company’s transaction expenses. **** Certain confidential information has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. Certain confidential portions of this exhibit, including schedules and exhibits, have been filed separately with the Securities and Exchange Commission (the “SEC”) pursuant to a confidential treatment request filed in accordance with Rule 24b-2 of the Exchange Act and these confidential portions have been omitted from this exhibit. The location of each omitted portion is indicated by a series of four asterisks in brackets (“[****]”). 2.2.1.3. From time to time following the Closing Date and through the fourth anniversary of the Closing First Amendment Effective Date (or, upon mutual prior agreement of the Company and the Majority Note Purchasers, through the fifth anniversary of the Closing First Amendment Effective Date), on not less than 10 Business Days prior written notice, the Company may request that the Note Purchasers acquire, and subject to the conditions set forth in Section 3.3, the Note Purchasers shall acquire, additional Notes in an aggregate original principal amount of up to $4,000,000 10,500,000 (excluding any PIK Interest) (or such greater amount as the Note Purchasers may agree in their sole discretion). The Company issued $700,000 of additional Notes to the Note Purchasers following the Closing Date and prior to the First Amendment Effective Date. The proceeds of the Notes issued following the Closing Date shall be applied solely to the payment of Monetization Expenses (or to reimburse the Company for the payment of Monetization Expenses). The Company may not request additional Notes to be acquired more than one time in any calendar month, and any such requests shall be in a minimum amount of $100,000.

Purchase and Sale of the Notes. 2.2.1.1. On Upon the Closing Date terms and from time to time thereafter as provided herein conditions and subject to satisfaction upon the basis of the conditions representations and agreements set forth in Sections 3.1 and 3.2herein, the Company Purchaser hereby agrees to issue and sellpurchase from the Issuer, and each Note Purchaser the Issuer hereby agrees to purchase, for an amount equal sell to the original principal amount thereof and Purchaser, the Issuer’s Notes, Series 2007, in accordance with the percentages set forth on Schedule 2.2, Notes in an aggregate original principal amount of up to $4,200,000 100,000,000 (or such greater amount as the Note Purchasers may agree in their sole discretion“Initial Notes). The purchase price of the Notes allocated in accordance with the percentages set forth Schedule 2.2 shall be payable in immediately available funds by wire transfer to the deposit account of the Company as identified in writing by the Company to the Note Purchasers prior to the Closing Date and each subsequent date of issuance of Notes thereafter. No Note Purchaser shall be responsible for any default by any other Note Purchaser in its obligation to acquire Notes hereunder. The Company may subsequently request, and any additional notes in the Note Purchasers may in their sole discretion agree, to the purchase and sale of additional Notes in excess of such amount. 2.2.1.2. The Notes to be issued on the Closing Date shall be in an aggregate original principal amount of $200,000. The proceeds of the Notes issued on the Closing Date shall be used to pay the third party expenses set forth on Schedule 2.2.1 and to pay the Company’s transaction expenses. 2.2.1.3. From time to time following the Closing Date and through the fourth anniversary of the Closing Date (or, upon mutual prior agreement of the Company and the Majority Note Purchasers, through the fifth anniversary of the Closing Date), on not less than 10 Business Days prior written notice, the Company may request that the Note Purchasers acquire, and subject to the conditions set forth in Section 3.3, the Note Purchasers shall acquire, additional Notes in an aggregate original principal amount of up to $4,000,000 25,000,000 if and to the extent requested by the Issuer, and agreed to by the Purchaser, pursuant and subject to the terms of the Indenture, including, but not limited to, the fulfillment of certain conditions (excluding any PIK Interestas defined below) (or such greater amount as the Note Purchasers may agree in their sole discretion“ Additional Notes”) (the Initial Notes and the Additional Notes, collectively, the “Notes”). The proceeds Notes are being sold by the Issuer to the Purchaser, a sophisticated institutional investor, which has conducted its own independent review of the security for the Notes, in a direct, private placement transaction, and no official statement or other offering document has been or will be prepared in connection with such sale and purchase transaction. The Notes will be as described in, and will be issued following and secured under the Closing provisions of, the Trust Indenture, dated as of May 7, 2007 (the “Indenture”), by and between the Issuer and U.S. Bank Trust National Association, as trustee (the “Trustee”), the form of which is attached hereto as Exhibit A. The Notes will be dated the date of issuance thereunder, will mature on the Maturity Date (as defined in the Indenture) and will be subject to optional redemption as set forth in the Indenture. The Notes shall be applied solely to the payment issued in a single series and designated as “Series 2007,” each with an aggregate stated principal amount of Monetization Expenses (or to reimburse the Company at least U.S. $100,000 and integrals of U.S. $5000 in excess thereof. The purchase price for the payment each Note will be 100% of Monetization Expenses)the initial principal amount of the Note, plus accrued interest thereon calculated at the Note Rate from the dated date of the Note through the date of purchase by the Purchaser. The Company may not request additional Notes to be acquired more than one time shall bear interest in any calendar monthaccordance with Section 2.02 of the Indenture, and any such requests shall be otherwise have the terms provided in a minimum amount of $100,000the Indenture.