Private Placement

Private Placement. The sale of the Company's Series A Convertible Preferred Stock, Series A Warrants, Series M Warrants and Series M-1 Warrants, the first closing of which is to take place on or about the date of this Agreement and when the Company will receive the New Funding Amount.

Private Placement. Means a venture capital, institutional or other non-insider led equity financing primarily for the purpose of raising capital for the account of the Company in which shares of the Company's preferred stock are issued and in which either (i) at least one investor who was not a stockholder of the Company prior to such issuance invests at least One Million Dollars ($1,000,000) or (ii) the participating investors invest at least an aggregate of Three Million Dollars ($3,000,000).

Private Placement. Has the meaning set forth in the preamble hereto.

Private Placement. Shall mean the first sale of Elastic securities to any person or entity other than Nortel Networks Inc., specifically excluding any issuance of Elastic securities or any right to acquire Elastic securities granted to employees, vendors or consultants.

Private Placement. Means the offer and sale by the Company to investors of 800,330 shares of Common Stock, including the Shares, effective as of April 27, 1999.

Private Placement. Shall mean the placement of up to $6,000,000 in shares of Series A Preferred Stock (subject to an over allotment option in favor of the Placement Agent) and Investor Warrants to purchase a number of shares of Common Stock by the Company through the Placement Agent pursuant to this Agreement and the Term Sheet.

Private Placement. The offering of the Purchased Securities on the terms and conditions of this Subscription Agreement;

Private Placement. Has the meaning set forth in the Recitals.

Private Placement. Shall mean the placement of the Securities by the Company through the Placement Agent pursuant to the Placement Agent Agreement. 2

Private Placement. Shall mean the private placement of up to 8,500,000 shares of Parent's Common Stock, which will occur immediately after the closing of the Merger.