Common use of The Series B Closing Clause in Contracts

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, either party shall, if the average Per Share Market Value for the thirty Trading Days prior to the date of the Series B Subsequent Financing Notice is greater than $4.00, have the right to deliver a written notice to the other party (a "SERIES B SUBSEQUENT FINANCING NOTICE") requiring such other party to either sell or buy, as the case may be, the Series B Shares for an aggregate purchase price of $5,000,000 (the "SERIES B PURCHASE PRICE"). Either party may deliver a Series B Subsequent Financing Notice to the other party no earlier than 90 days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at the Series A Closing Date and no later than July 27, 1999. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series B Shares as equals such Purchaser's pro rata portion of the Series A Purchase Price. The closing of the purchase and sale of the Series B Shares (the "SERIES B CLOSING") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ on such date indicated in the Series B Subsequent Financing Notice (which may not be prior to the 15th Trading Day or subsequent to the 30th Trading Day after receipt by either party of the Subsequent Financing Notice, or as otherwise agreed to by the parties); PROVIDED that in no case shall the Series B Closing take place unless and until the conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "SERIES B CLOSING DATE." (ii) At the Series B Closing, (a) the Company shall deliver to each Purchaser (i) a pro rata portion of the Series B Shares (determined by reference to the amount of Series A Shares issued and sold at the Series A Closing) to be issued and sold thereat (or such other amount upon which the parties may agree), registered in the name of the appropriate Purchaser, (ii) a pro rata portion of Warrants (determined by reference to the amount of Series A Warrants issued and sold at the Series A Closing) in the form of EXHIBIT B (the "SERIES B WARRANTS", and together with the Series A Warrants, the "WARRANTS") to purchase an aggregate of 300,000 shares of Common Stock at an exercise price equal to 125% of the closing bid price of the Common Stock on the day prior to the Series B Closing Date, exercisable for three years from the Original Issue Date, each registered in the name of such Purchaser and (iii) the legal opinion referenced in Section 4.2(b)(xii), substantially in the form attached hereto as EXHIBIT D, and (3) all other documents, instruments and writings required to have been delivered at or prior to the Series B Closing by the Company to the Purchasers pursuant to this Agreement; and (b) each Purchaser shall deliver to the Company (i) its pro-rata portion of the Series B Purchase Price in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose on or prior to the Series B Closing Date and (ii) all documents, instruments and writings required to have been delivered at or prior to the Series B Closing by such Purchaser pursuant to this Agreement.

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, either party shall, if the average Per Share Market Value for the thirty Trading Days prior to the date of the Series B Subsequent Financing Notice is greater than $4.00, have the right to deliver a written notice to the other party (a "SERIES B SUBSEQUENT FINANCING NOTICE") requiring such other party to either sell or buy, as the case may be, the Series B Shares for an aggregate purchase price of $5,000,000 (the "SERIES B PURCHASE PRICE"). Either party may deliver a Series B Subsequent Financing Notice to the other party no earlier than 90 days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at the Series A Closing Date and no later than July 27, 1999. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series B Shares as equals such Purchaser's pro rata portion of the Series A Purchase Price. The closing of the purchase and sale of the Series B Shares (the "SERIES Series B CLOSINGClosing") shall take place at the offices of Robinson Silverman Pearce A▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇L▇ ("▇▇b▇▇▇▇▇ ▇▇lve▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇f ▇▇▇ ▇▇▇▇icas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ on ▇▇▇ execution hereof or such later date indicated in as the Series B Subsequent Financing Notice (which may parties shall agree, but not be prior to the 15th Trading Day or subsequent to the 30th Trading Day after receipt by either party of the Subsequent Financing Notice, or as otherwise agreed to by the parties); PROVIDED date that in no case shall the Series B Closing take place unless and until the conditions listed set forth in Section 4.2 4.1 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "SERIES Series B CLOSING DATEClosing Date." At the Series B Closing, the Company shall sell and issue to the Purchasers, and the Purchasers shall, severally and not jointly, purchase from the Company, 750 Series B Shares for an aggregate purchase price of $7,500,000 (the "Series B Purchase Price"). (ii) At the Series B Closing, (a) the Company shall deliver to each Purchaser (i) a pro rata portion of one or more stock certificates representing the Series B Shares (determined purchased by reference such Purchaser as set forth next to the amount of Series A Shares issued and sold at the Series A Closing) to be issued and sold thereat (or such other amount upon which the parties may agree), registered in the Purchaser's name of the appropriate Purchaser, (ii) a pro rata portion of Warrants (determined by reference to the amount of Series A Warrants issued and sold at the Series A Closing) in the form of EXHIBIT B (the "SERIES B WARRANTS", and together with the Series A Warrants, the "WARRANTS") to purchase an aggregate of 300,000 shares of Common Stock at an exercise price equal to 125% of the closing bid price of the Common Stock on the day prior to the Series B Closing Date, exercisable for three years from the Original Issue DateSchedule 1 attached hereto, each registered in the name of such Purchaser and (iii) the legal opinion referenced in Section 4.2(b)(xii), substantially in the form attached hereto as EXHIBIT DPurchaser, and (3) all other documents, instruments and writings required to have been delivered at or prior to the Series B Closing by the Company to the Purchasers pursuant to this Agreement and the Registration Rights Agreement; , dated the date hereof, by and between the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (b) each Purchaser shall deliver to the Company (i) its pro-rata the portion of the Series B Purchase Price set forth next to its name on Schedule 1, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose on or prior to the Series B Closing Date Date, and (ii) all documents, instruments and writings required to have been delivered at or prior to the Series B Closing by such Purchaser pursuant to this Agreement and the Registration Rights Agreement.

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, either party shall, if the average Per Share Market Value for the thirty Trading Days prior to the date of the Series B Subsequent Financing Notice is greater than $4.00, Company shall have the right to deliver a written notice to the other party Purchasers (a "SERIES B SUBSEQUENT FINANCING NOTICESubsequent Financing Notice") requiring such other party the Purchasers to either sell or buypurchase, severally and not jointly (subject to adjustment as provided herein), at the case may beCompany's option, the up to an aggregate of 200 Series B Shares for an aggregate purchase price of $5,000,000 (the "SERIES B PURCHASE PRICE")2,000,000. Either party may deliver a Series B A Subsequent Financing Notice to the other party may be delivered no earlier than 90 180 days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at following the Series A Closing Date and no later than July 27, 1999. At 230 days following the Series A Closing Date (the expiration of such 230 day period or such earlier date as the Company notifies the Purchasers in writing of its election to irrevocably waive its rights hereunder to sell the Series B Closing each Purchaser shall be obligated (subject Shares to the terms and conditions herein) to purchase such portion of such Purchasers, the "Series B Shares as equals such Purchaser's pro rata portion of the Series A Purchase PriceClosing Expiration Date"). The closing of the purchase and sale of the Series B Shares (the "SERIES Series B CLOSINGClosing") shall take place at the offices of ▇▇▇▇Robi▇▇▇▇ ▇▇▇▇v▇▇▇▇▇ on such date indicated in ▇▇ the Series B tenth (10th) Trading Day after the Subsequent Financing Notice (which may not be prior to the 15th Trading Day is deemed delivered hereunder or subsequent to the 30th Trading Day after receipt by either party of the Subsequent Financing Notice, or on such other date as otherwise agreed to by the parties); PROVIDED provided, however, that in no case shall the Series B Closing take place unless and until all of the conditions listed in Section 4.2 4.1 have been satisfied by the Company or waived by the appropriate partyPurchasers (it being understood that each Purchaser may elect to waive or enforce such conditions in its sole discretion). The date of the Series B Closing is hereinafter referred to as the "SERIES Series B CLOSING DATEClosing Date." (ii) At the Series B Closing, the parties shall deliver or shall cause to be delivered the following: (a) the Company shall deliver to each Purchaser acquiring Series B Stock (i1) a stock certificate representing Series B Shares, registered in the name of such Purchaser, in an amount equal to the pro rata portion of the number of Series B Shares to be acquired by such Purchaser (determined by reference to the pro rata portion of the amount of Series A Shares issued and sold acquired by such Purchaser hereunder at the Series A Closing) to be issued and sold thereat ); (or such other amount upon which the parties may agree), registered in the name of the appropriate Purchaser, (ii) a pro rata portion of Warrants (determined by reference to the amount of Series A Warrants issued and sold at the Series A Closing) in the form of EXHIBIT B (the "SERIES B WARRANTS", and together with the Series A Warrants, the "WARRANTS") to purchase an aggregate of 300,000 shares of Common Stock at an exercise price equal to 125% of the closing bid price of the Common Stock on the day prior to the Series B Closing Date, exercisable for three years from the Original Issue Date, each registered in the name of such Purchaser and (iii2) the legal opinion referenced in Section 4.2(b)(xii4.1(xi), substantially in the form attached hereto as EXHIBIT D, and (3) all other documents, instruments and writings required to have been delivered at or prior to the Series B Closing Date by the Company to the Purchasers pursuant to this Agreement, including the Transfer Agent Instructions referenced in Section 4.1 (xvii); and (b) each Purchaser acquiring Series B Shares shall deliver to the Company (i1) its pro-rata portion the product of $10,000 and the number of Series B Shares to be issued and sold to it at the Series B Purchase Price Closing, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose on or prior to the Series B Closing Date and (iib) all documents, instruments and writings required to have been delivered at or prior to the Series B Closing Date by such Purchaser pursuant to this Agreement.

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, either party shall, if the average Per Share Market Value for Purchaser and the thirty Trading Days prior to the date of the Series B Subsequent Financing Notice is greater than $4.00, Company shall have the right to deliver a written notice to the other party (a "SERIES Series B SUBSEQUENT FINANCING NOTICESubsequent Financing Notice") requiring such other party to either sell or buy, as the case may be, the Series B Shares and Series B Warrants (as defined below), for an aggregate a purchase price of $5,000,000 (the "SERIES 10,000 per Series B PURCHASE PRICE")Share. Either party may deliver a A Series B Subsequent Financing Notice to the other party may be delivered no earlier than 90 days 60 Trading Days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at Underlying Shares (as defined in Section 2.1(d)) issuable upon conversion or exercise (as the Series A Closing Date case may be) of the Shares and the Warrants and no later than July 27, 1999. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase 150 days after such portion of such Series B Shares as equals such Purchaser's pro rata portion of the Series A Purchase Priceeffective date. The closing of the purchase and sale of the Series B Shares (the "SERIES Series B CLOSINGClosing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ the Escrow Agent on such the date indicated in the Series B Subsequent Financing Notice (which may not be prior to the 15th Trading Day or subsequent to the 30th Trading Day after receipt by either the other party of the Subsequent Financing Notice, or as otherwise agreed to by the parties); PROVIDED provided that in no case shall the Series B Closing take place unless and until the conditions listed in Section 4.2 4.1 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "SERIES Series B CLOSING DATEClosing Date." (ii) At the Series B Closing, the parties shall deliver or shall cause to be delivered to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of an Escrow Agreement, in the form of Exhibit E, to be executed by and among the Company, the Purchaser and the Escrow Agent, prior to the Series B Closing Date, including the following: (a) the Company shall deliver to each the Purchaser (i1) a pro rata portion such number of Series B Shares as indicated on the Series B Shares Subsequent Financing Notice (determined by reference as adjusted pursuant to the amount of Series A Shares issued terms and sold at the Series A Closing) to be issued and sold thereat (or such other amount upon which the parties may agreeconditions hereof), registered in the name of the appropriate Purchaser, (ii2) a pro rata portion of Warrants (determined by reference to the amount of Series A Warrants issued and sold at the Series A Closing) common stock purchase warrant in the form of EXHIBIT Exhibit B (the "SERIES Series B WARRANTS", and together with the Series A Warrants, the "WARRANTS") to purchase an aggregate a number of 300,000 shares of the Common Stock as would equal 0.125 multiplied by the number of shares of Common Stock issuable upon conversion in full of the Series B Shares to be issued at the Series B Closing (assuming that such conversion occurred on the Series B Closing Date) at an exercise price equal to 125120% of the closing bid price of the Common Stock Market Price on the day prior to the Series B Closing Date, exercisable for three years from the Original Issue Date, each Series B Closing Date registered in the name of such Purchaser and the Purchaser, (iii3) the legal opinion referenced in Section 4.2(b)(xii4.1(xii), substantially in the form attached hereto as EXHIBIT Exhibit D, and (34) all other documents, instruments and writings required to have been delivered at or prior to the Series B Closing by the Company to the Purchasers Purchaser pursuant to this Agreement; and (b) each the Purchaser shall deliver to the Company (i1) its pro-rata portion the product of $10,000 and the number of Series B Shares to be issued and sold at the Series B Purchase Price Closing, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose on or prior to the Series B Closing Date and (ii2) all documents, instruments and writings required to have been delivered at or prior to the Series B Closing by such Purchaser pursuant to this Agreement.

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, either party shall, if the average Per Share Market Value for the thirty Trading Days prior shall be equal to the date or greater than 105% of the Series B Subsequent Financing Notice is greater than $4.00Initial Conversion Price for any period of at least twenty (20) consecutive Trading Days, the Company shall have the right to deliver a written notice to the other party Purchasers (a "SERIES Series B SUBSEQUENT FINANCING NOTICESubsequent Financing Notice") no later than five Trading Days after the conclusion of such period requiring such other party the Purchasers to either sell or buypurchase, severally and not jointly, (subject to adjustment as provided herein), at the case may beCompany's option, the up to an aggregate principal amount of $2,500,000 of Series B Shares for an aggregate purchase price of $5,000,000 (the "SERIES B PURCHASE PRICE")Debentures. Either party may deliver a A Series B Subsequent Financing Notice to the other party may be delivered no earlier than 90 days after following the effective date of a registration statement to be filed with the Underlying Shares Registration Statement Securities and Exchange Commission (as defined the "Commission") meeting the requirements set forth in the Registration Rights AgreementAgreement and covering the resale by the Purchasers of the Underlying Shares (as defined below) relating to the securities issued at (an "Underlying Securities Registration Statement"), and no later than one (1) year following the Series A Closing Date and no later than July 27, 1999. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series B Shares as equals such Purchaser's pro rata portion of the Series A Purchase PriceDate. The closing of the purchase and sale of the Series B Shares Debentures (the "SERIES Series B CLOSINGClosing") shall take place at the offices of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ on such the date indicated in the Series B Subsequent Financing Notice (which may not be prior to the 15th Trading Day or subsequent to the 30th 25th Trading Day after receipt by either party the Purchasers of the Series B Subsequent Financing Notice, or as otherwise agreed to by the parties); PROVIDED provided that in no case shall the Series B Closing take place unless and until the conditions listed in Section 4.2 4.1 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "SERIES Series B CLOSING DATEClosing Date." (ii) At Documents to be Delivered at Series B Closing. On the Series B ClosingClosing Date, the parties shall deliver or shall cause to be delivered the following: (aA) the Company shall deliver to each Purchaser (i) a pro rata portion of the acquiring Series B Shares Debentures (determined by reference to the amount of Series A Shares issued and sold at the Series A Closing1) to be issued and sold thereat (or such other amount upon which the parties may agree), registered in the name of the appropriate Purchaser, (ii) a pro rata portion of Warrants (determined by reference to the amount of Series A Warrants issued and sold at the Series A Closing) in the form of EXHIBIT B (the "SERIES B WARRANTS", and together with the Series A Warrants, the "WARRANTS") to purchase an aggregate of 300,000 shares of Common Stock at an exercise price equal to 125% of the closing bid price of the Common Stock on the day prior to the Series B Closing DateDebentures, exercisable for three years from the Original Issue Date, each registered in the name of such Purchaser and in principal amount equal to the pro rata portion of the principal amount of Series B Debentures to be acquired by such Purchaser (iiidetermined by reference to the pro rata portion of the principal amount of Series A Debentures acquired by such Purchaser hereunder); (2) the legal opinion referenced in Section 4.2(b)(xii), substantially a Common Stock purchase warrant in the form attached hereto of Exhibit B, registered in the name of such Purchaser, entitling such Purchaser to acquire an aggregate number of shares of Common Stock as EXHIBIT D, equals such Purchaser's pro rata portion of the total number of shares of Common Stock to which all Series B Warrants (as defined below) entitle the holders thereof to acquire; and (3) all other documents, instruments and writings required to have been delivered at or prior to the Series B Closing Date by the Company to the Purchasers pursuant to this Agreement, including, without limitation, those described in Section 4.1; and (bB) each Purchaser acquiring Series B Debentures and Series B Warrants shall deliver to the Company (i1) its pro-rata portion of the Series B Purchase Price in United States dollars a wire transfer in immediately available funds equal to the principal amount of Series B Debentures to be acquired by wire transfer to an account designated in writing by the Company for such purpose on or prior to Purchaser at the Series B Closing Date and (ii2) all documents, instruments and writings required to have been delivered by such Purchaser at or prior to the Series B Closing by such Purchaser Date pursuant to this Agreement. At the Series B Closing, the Company will issue and deliver to the Purchasers acquiring Series B Debentures, Common Stock purchase warrants, in the form of Exhibit B (the "Series B Warrants"), that, in the aggregate, entitle the holders thereof to acquire a number of shares of Common Stock as equals (determined in accordance with the Black-Scholes valuation model as calculated by Bloomberg Financial Markets) 5% of the aggregate principal amount of Series B Debentures to be issued at the Series B Closing. The exercise price for shares underlying the Series B Warrants shall (subject to adjustment as provided therein) equal 125% of the average Per Share Market Values for the five (5) Days immediately proceeding the Series B Closing Date.

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, either party shall, if the average Per Share Market Value for the thirty Trading Days prior to the date of the Series B Subsequent Financing Notice is greater than $4.00, Company shall have the right to deliver a written notice to the other party Purchasers (a "SERIES B SUBSEQUENT FINANCING NOTICESubsequent Financing Notice") requiring such other party the Purchasers to either sell or buypurchase, severally and not jointly, (subject to adjustment as the case may be, the provided herein) an aggregate of no less than $7,500,000 and no more than $12,000,000 principal amount of Series B Shares for an aggregate purchase price of $5,000,000 (the "SERIES B PURCHASE PRICE")Debentures. Either party may deliver a Series B A Subsequent Financing Notice to the other party may be delivered no earlier later than 90 days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at the Series A Closing Date and no later than July 27, 1999. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series B Shares as equals such Purchaser's pro rata portion of the Series A Purchase PriceDate. The closing of the purchase and sale of the Series B Shares Debentures (the "SERIES Series B CLOSINGClosing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ the Escrow Agent on such the date indicated in the Series B Subsequent Financing Notice (which may not be prior to the 15th 3rd Trading Day or subsequent to the 30th 5th Trading Day after receipt by either party the Purchasers of the Subsequent Financing Notice, or as otherwise agreed to by the parties); PROVIDED provided that in no case shall the Series B Closing take place unless and until the conditions listed in Section 4.2 4.1 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "SERIES Series B CLOSING DATEClosing Date." (ii) At Prior to the Series B Closing, the parties shall deliver or shall cause to be delivered to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of an Escrow Agreement, in the form of Exhibit E, to be executed by and among the Company, each Purchaser who is acquiring Series B Debentures and the Escrow Agent prior to the Series B Closing Date (athe "Series B Escrow Agreement" and, together with the Series A Escrow Agreement, the "Escrow Agreements"), including the following: (A) the Company shall deliver to (1) Series B Debentures, registered in the name of each Purchaser acquiring Series B Debentures, representing the principal amount of the Series B Debentures to be issued and sold at the Series B Closing to such Purchaser (iwhich, in the aggregate shall, subject to the satisfaction or waiver of the conditions set forth in this Agreement and subject to adjustment as provided herein, equal the principal amount of Series B Debentures set forth in the Series B Subsequent Financing Notice), (2) a Common Stock purchase warrant in the form of Exhibit B, registered in the name of each Purchaser acquiring Series B Debentures, to purchase an aggregate number of shares of Common Stock as equals each Purchaser's pro rata portion of the Series B Shares Warrants (as defined below in this paragraph), determined by reference to the percentage of the principal amount of Series A Shares issued and sold at the Series A Closing) B Debentures to be issued and sold thereat (or acquired by such other amount upon which the parties may agree), registered in the name of the appropriate Purchaser, (ii) a pro rata portion of Warrants (determined by reference to the amount of Series A Warrants issued and sold at the Series A Closing) in the form of EXHIBIT B (the "SERIES B WARRANTS", and together with the Series A Warrants, the "WARRANTS") to purchase an aggregate of 300,000 shares of Common Stock at an exercise price (subject to adjustment as set forth therein) equal to 125120% of the closing bid price of the Common Stock Average Price on the day prior to the Series B Closing Date, exercisable for three years from the Original Issue Date, each registered in the name of such Purchaser and (iii) the legal opinion referenced in Section 4.2(b)(xii), substantially in the form attached hereto as EXHIBIT D, and (3) all other documents, instruments and writings required to have been delivered by the Company at or prior to the Series B Closing by the Company to the Purchasers pursuant to this Agreement, including without limitation, those described in Section 4.1; and (bB) each Purchaser acquiring Series B Debentures and Series B Warrants shall deliver to (1) the Company (i) its pro-rata portion of the Series B Purchase Price immediately available funds, in United States dollars in immediately available funds by wire transfer to an account designated in writing the Series B Escrow Agreement, an amount equal to the principal amount of Series B Debentures to be acquired by the Company for such purpose on or prior to it at the Series B Closing Date and (ii2) all documents, instruments and writings required to have been delivered by such Purchaser at or prior to the Series B Closing by such Purchaser pursuant to this Agreement, including without limitation, executed originals of the Series B Escrow Agreement. Subject to the terms and conditions set forth herein, each Purchaser shall purchase at the Series B Closing such percentage of the aggregate principal amount of Series B Debentures to be issued and sold thereat as determined by Encore Capital Management, L.L.C. ("Encore"). The Common Stock purchase warrants to be issued and sold at the Series B Closing (the "Series B Warrants") shall entitle the holders thereof to acquire an aggregate of 141,171 shares of Common Stock.

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, either party shall, if the average Per Share Market Value for the thirty Trading Days prior to the date of the Series B Subsequent Financing Notice is greater than $4.00, Purchasers shall have the right to deliver to the Company and the Company shall have the right to deliver to the Purchasers a written notice to the other party (a "SERIES Series B SUBSEQUENT FINANCING NOTICESubsequent Financing Notice") requiring such other party either the Company to either sell or the Purchasers to buy, as the case may be, the 300 Series B Shares Shares, for an aggregate purchase price of $5,000,000 3,000,000, if Incyte has not become a Purchaser (or 333 Series B Shares, for an aggregate purchase price of $3,330,000, if Incyte has become a Purchaser) (the "SERIES Series B PURCHASE PRICEPurchase Price")) at a per share purchase price of $10,000. Either party The Purchasers may deliver to the Company or the Company may deliver to the Purchasers a Series B Subsequent Financing Notice to the other party no earlier than 90 days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at the Series A Closing Date and no later than July 27, 1999150 days after such effective date. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series B Shares as equals such Purchaser's pro pro-rata portion of the purchase price for the Series A Purchase PriceShares issued and sold at the Series A Closing. The closing of the purchase and sale of the Series B Shares (the "SERIES Series B CLOSINGClosing") shall take place at the offices of ▇▇▇▇Robi▇▇▇▇ ▇▇▇▇v▇▇▇▇▇ on ▇▇ such date indicated in the Series B Subsequent Financing Notice (which may not be prior to the 15th Trading Day or subsequent to the 30th Trading Day after receipt by either party of the Subsequent Financing Notice, or as otherwise agreed to by the parties); PROVIDED provided that in no case shall the Series B Closing take place unless and until the conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "SERIES Series B CLOSING DATEClosing Date." (ii) At the Series B Closing, (a) the Company shall deliver to each Purchaser (i1) a pro rata portion of the Series B Shares (determined by reference to the amount of Series A Shares issued and sold at the Series A Closing) to be issued and sold thereat (or such other amount upon which Closing and, if Incyte has become a Purchaser under this Agreement, the parties may agree), registered in the name of the appropriate Purchaser, (ii) a pro rata portion of Warrants (determined by reference to the amount of Series A Warrants issued and sold at the Incyte Series A Closing) in the form of EXHIBIT B (the "SERIES B WARRANTS", and together with the Series A Warrants, the "WARRANTS") to purchase an aggregate of 300,000 shares of Common Stock at an exercise price equal to 125% of the closing bid price of the Common Stock on the day prior to the Series B Closing Date, exercisable for three years from the Original Issue Date, each registered in the name of such Purchaser and (iii) the legal opinion referenced in Section 4.2(b)(xii), substantially in the form attached hereto as EXHIBIT D, and (3) all other documents, instruments and writings required to have been delivered at or prior to the Series B Closing by the Company to the Purchasers pursuant to this Agreement; and (b) each Purchaser shall deliver to the Company (i) its pro-rata portion of the Series B Purchase Price in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose on or prior to the Series B Closing Date and (ii) all documents, instruments and writings required to have been delivered at or prior to the Series B Closing by such Purchaser pursuant to this Agreement.provided that Brow▇ ▇▇▇p▇▇▇ ▇▇ ▇▇▇ Brow▇