EX-10.1






Exhibit 10.1




WARRANT PURCHASE AGREEMENT




This Warrant Purchase Agreement (this “Agreement”) is dated as of December 10, 2007,
among Elixir Gaming Technologies, Inc., a Nevada corporation (the “Company”), Elixir Group
Limited, a Hong Kong corporation (“Elixir Group”) and each purchaser identified on the
signature pages hereto (each, including its successors and assigns, a “Purchaser,” and
collectively, the “Purchasers”).



R E C I  T A L S




WHEREAS, the Company has issued to Elixir Group certain warrants to purchase shares of the
Company’s common stock, at an exercise price of $2.65 per share, pursuant to that certain
Securities Purchase Agreement dated October 11, 2006 between the Company and Elixir Group
(“Securities Agreement”) and Securities Purchase and Product Participation Agreement dated
June 12, 2007 between the Company and Elixir Group (“Participation Agreement”).



WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to
Section 4(1) of the Securities Act of 1933, as amended (the “Securities Act”), Elixir Group
desires to transfer and sell to each Purchaser, and each Purchaser, severally and not jointly,
desires to purchase from Elixir Group, warrants to purchase shares of the Company’s common stock as
more fully described in this Agreement.



WHEREAS, Elixir Group wishes to transfer and sell the warrants hereunder subject to the
immediate exercise of the warrants pursuant to their terms.



A G R E E M E N T




NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,
Elixir Group, the Company and each Purchaser hereby agree as follows:



ARTICLE I.




DEFINITIONS




1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for
all purposes of this Agreement, the following terms have the meanings indicated in this Section
1.1:




"Action” shall have the meaning ascribed to such term in Section 3.2(j).




"Affiliate” means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a Person as
such terms are used in and construed under Rule 144 under the Securities Act. With respect
to a Purchaser, any investment fund or managed account that is managed on a discretionary
basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of
such Purchaser.




"Buy-In” shall have the meaning ascribed to such term in Section 4.1(f).




"Buy-In Price” shall have the meaning ascribed to such term in Section 4.1(f).




"Business Day” means any day except Saturday, Sunday and any day which shall be
a federal legal holiday in the United States.




"Closing” means the Closing of the sale and exercise of the Warrants pursuant
to Sections 2.1 and 2.2.




"Closing Date” means the Business Day when all of the Transaction Documents
have been executed and delivered by the applicable parties thereto, and all conditions
precedent to (i) the Purchasers’ obligations to pay the Warrant Subscription Amount and
Warrant Exercise Amount, (ii) Elixir Group’s obligation to deliver the applicable Warrant
Assignments, and (iii) the Company’s obligations to deliver the applicable Warrants and
Warrant Shares have been satisfied or waived.




"Commission” means the Securities and Exchange Commission.




"Common Stock” means the common stock of the Company, par value $0.001 per
share, and any other class of securities into which such securities may hereafter be
reclassified or changed into.




"Common Stock Equivalents” means any securities of the Company or the
Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock,
including, without limitation, any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into or exercisable or exchangeable for, or
otherwise entitles the holder thereof to receive, Common Stock.




“Contingent Obligation” means, as to any Person, any direct or indirect
liability, contingent or otherwise, of that Person with respect to any indebtedness, lease,
dividend or other obligation of another Person if the primary purpose or intent of the
Person incurring such liability, or the primary effect thereof, is to provide assurance to
the obligee of such liability that such liability will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such liability
will be protected (in whole or in part) against loss with respect thereto.




"Deadline Date” shall have the meaning ascribed to such term in Section 4.1(f).




"Disclosure Schedules” means the Disclosure Schedules of the Company delivered
in connection with the Closing.




"Effective Date” means the date that the initial Registration Statement filed
by the Company pursuant to the Registration Rights Agreement is first declared effective by
the Commission.




“Escrow Agreement” shall mean that certain escrow agreement, in the form of
Exhibit A attached hereto, to be entered into between the Company, Elixir Group, the
Placement Agent and Lowenstein Sandler PC, as escrow agent




"Exchange Act” means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.




"GAAP” shall have the meaning ascribed to such term in Section 3.1(h).




“Indebtedness” of any Person means, without duplication (a) all indebtedness
for borrowed money, (b) all obligations issued, undertaken or assumed as the deferred
purchase price of property or services (other than trade payables entered into in the
ordinary course of business), (c) all reimbursement or payment obligations with respect to
letters of credit, surety bonds and other similar instruments, (d) all obligations evidenced
by notes, bonds, debentures or similar instruments, including obligations so evidenced
incurred in connection with the acquisition of property, assets or businesses, (e) all
indebtedness created or arising under any conditional sale or other title retention
agreement, or incurred as financing, in either case with respect to any property or assets
acquired with the proceeds of such indebtedness (even though the rights and remedies of the
seller or bank under such agreement in the event of default are limited to repossession or
sale of such property), (f) all monetary obligations under any leasing or similar
arrangement which, in connection with generally accepted accounting principles, consistently
applied for the periods covered thereby, is classified as a capital lease, (g) all
indebtedness referred to in clauses (a) through (f) above secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in
any property or assets (including accounts and contract rights) owned by any Person, even
though the Person which owns such assets or property has not assumed or become liable for
the payment of such indebtedness, and (h) all Contingent Obligations in respect of
indebtedness or obligations of others of the kinds referred to in clauses (a) through (g)
above.




"Intellectual Property” shall have the meaning ascribed to such term in Section
3.2(o)(i).




"Liens” means a lien, charge, security interest, encumbrance, right of first
refusal, preemptive right or other restriction.




"Material Adverse Effect” shall have the meaning assigned to such term in
Section 3.2(b).




"Material Permits” shall have the meaning ascribed to such term in Section
3.2(m).




"Person” means an individual or corporation, partnership, trust, incorporated
or unincorporated association, joint venture, limited liability company, joint stock
company, government (or an agency or subdivision thereof) or other entity of any kind.




"Placement Agent” means ThinkEquity Partners, LLC.




"Proceeding” means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as a
deposition), whether commenced or threatened.




"Registration Rights Agreement” means the Registration Rights Agreement, dated
the date hereof, among the Company and the Purchasers, in the form of Exhibit B
attached hereto.




"Registration Statement” means a registration statement meeting the
requirements set forth in the Registration Rights Agreement and covering the resale by the
Purchasers of the Shares.




"Required Approvals” shall have the meaning ascribed to such term in Section
3.2(e).




"Rule 144” means Rule 144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same effect as such
Rule.




“Securities” means the Warrants and the Warrant Shares.




"SEC Reports” shall have the meaning ascribed to such term in Section 3.2(h).




"Short Sales” shall include all “short sales” as defined in Rule 200 of
Regulation SHO under the Exchange Act (but shall not be deemed to include the location
and/or reservation of borrowable shares of Common Stock). 




"Subsidiary” means any subsidiary of the Company as set forth on Schedule
3.2(a).




“Trading Day” means (i) a day on which the Common Stock is listed or quoted for
trading on its primary Trading Market, or (ii) if the Common Stock is not quoted on any
Trading Market, a day on which the Common Stock is quoted for trading on the principal
securities exchange or securities market on which the Common Stock is then traded; provided
that in the event the Common Stock is not listed or quoted for trading as set forth in (i)
and (ii) hereof, then Trading Day shall mean “Business Day.”




"Trading Market” means the following markets or exchanges on which the Common
Stock is listed or quoted for trading on the date in question: the American Stock Exchange,
the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market, or
the NASDAQ Capital Market.




"Transaction Documents” means this Agreement, the Warrant Assignments and the
Registration Rights Agreement executed in connection with the transactions contemplated
hereunder.




“Warrants” means the Common Stock purchase warrants, substantially in the form
of Exhibit C attached hereto, presently owned by Elixir Group and to be sold to the
Purchasers at the Closing, pursuant to which the holders have the right to purchase up to
16,000,000 shares of Common Stock, at an exercise price of $2.65 per share.




“Warrant Assignment” means the assignment form attached to the Warrants duly
executed by Elixir Group for purposes of formally assigning the Warrants to the Purchasers
hereunder.




“Warrant Exercise Amount” means, as to each Purchaser, the aggregate amount to
be paid for Warrant Shares purchased hereunder as specified below such Purchaser’s name on
the signature page of this Agreement and next to the heading “Warrant Exercise Amount,” in
United States Dollars and in immediately available funds.




“Warrant Shares” means the shares of Common Stock underlying the Warrants
issuable upon exercise of the Warrants.




"Warrant Subscription Amount” means, as to each Purchaser, the aggregate amount
to be paid for the Warrants purchased hereunder as specified below such Purchaser’s name on
the signature page of this Agreement and next to the heading “Warrant Subscription Amount,”
in United States Dollars and in immediately available funds.



ARTICLE II.




PURCHASE AND EXERCISE OF THE WARRANTS




2.1 Purchase and Sale of Warrants. Upon the terms and subject to the conditions set
forth herein, Elixir Group agrees to sell, and each Purchaser agrees to purchase, severally and not
jointly, the number of Warrants set forth on each respective Purchaser’s signature page attached
hereto, for the Warrant Subscription Amount set forth thereon, based on the purchase price of $0.86
per warrant. On the Closing Date (the “Closing Date”), each Purchaser shall deliver to
Elixir Group, via wire transfer or a certified check, immediately available funds equal to their
Warrant Subscription Amount, and Elixir Group shall deliver to each Purchaser their respective
Warrants, along with a duly executed Warrant Assignment, to be transferred at the Closing (the
"Closing”).



2.2 Exercise of Warrants. Subject to the terms and conditions set forth in this
Agreement, at the Closing each Purchaser hereby agrees to exercise in full all of the Warrants
purchased under this Agreement and thereby purchase the number of Warrant Shares set forth on such
Purchaser’s signature page attached hereto. On the Closing Date, each Purchaser shall deliver to
the Company, via wire transfer or a certified check, immediately available funds equal to their
Warrant Exercise Amount, based on the exercise price of $2.65 per Warrant Share, and the Company
shall deliver to each Purchaser their respective Warrant Shares to be issued at the Closing.



2.3 Closing. Upon satisfaction of the conditions set forth in Sections 2.4 and 2.5,
the Closing shall occur at the offices of Greenberg Traurig, LLP, 3161 Michelson Drive, Suite 1000,
Irvine, California 92612, or such other location as the parties shall mutually agree.



2.4 Deliveries.




(a) On or prior to the Closing Date, Elixir Group shall deliver or cause to be delivered to
each Purchaser the following:




(i) this Agreement duly executed by Elixir Group; and




(ii) one or more warrant certificates evidencing the Warrants purchased by each
Purchaser hereunder, along a Warrant Assignment duly executed by Elixir Group.




(b) On or prior to the Closing Date, the Company shall deliver or cause to be delivered
to each Purchaser the following:




(i) this Agreement duly executed by the Company;




(ii) one or more stock certificates evidencing that number of Warrant Shares
purchased by each Purchaser hereunder, registered in the name of such Purchaser;




(iii) the Registration Rights Agreement duly executed by the Company;




(iv) an opinion of Greenberg Traurig, LLP, dated as of the Closing Date, in
substantially the form attached hereto as Exhibit D; and




(v) a certificate, in substantially the form attached hereto as Exhibit
E, executed by the Secretary of the Company and dated as of the Closing Date, as
to (i) the resolutions consistent with Section 3.2(c) as adopted by the Company’s
Board of Directors, and (ii) the Articles of Incorporation and Bylaws of the
Company, each as amended to date and in effect at the Closing.




(c) On or prior to the Closing Date, each Purchaser shall deliver or cause to be
delivered the following:




(i) To Elixir Group and the Company, this Agreement duly executed by such
Purchaser;




(ii) To Elixir Group, such Purchaser’s Warrant Subscription Amount by wire
transfer or certified check to the escrow account as set forth in the Escrow
Agreement, (which wire instructions are set forth in Section 8 of the Escrow
Agreement);




(iii) to the Company, such Purchaser’s Warrant Exercise Amount by wire transfer
or certified check to the escrow account as set forth in the Escrow Agreement (which
wire instructions are set forth in Section 8 of the Escrow Agreement); and




(iv) the Registration Rights Agreement duly executed by such Purchaser.



2.5 Closing Conditions. 




(a) The obligations of Elixir Group and the Company hereunder in connection with the
Closing are subject to the following conditions being met:




(i) the representations and warranties of the Purchasers shall be true and
correct in all material respects (except for those representations and warranties
that are qualified by materiality or Material Adverse Effect, which shall be true
and correct in all respects) as of the date when made and as of the Closing Date as
though made at that time (except for representations and warranties that speak as of
a specific date, which shall remain true and correct as of such specific date);




(ii) all obligations, covenants and agreements of the Purchasers required to be
performed at or prior to the Closing Date with respect to the performance of this
Agreement and matters contemplated hereby shall have been performed;




(iii) the delivery by the Purchasers of the items set forth in Section 2.4(c)
of this Agreement;




(iv) the Company shall have obtained all governmental, regulatory or third
party consents and approvals necessary for the sale of the Warrants and the Warrant
Shares;




(v) no statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by any court or
governmental authority of competent jurisdiction that prohibits the consummation of
any of the transactions contemplated by the Transaction Documents;




(vi) since the date of execution of this Agreement, no event or series of
events shall have occurred that resulted, or could reasonably be expected to result,
in a Material Adverse Effect; and




(vii) trading in the Common Stock shall not have been suspended by the
Commission or any Trading Market (except for any suspensions of trading of not more
than one trading day solely to permit dissemination of material information
regarding the Company) at any time since the date of execution of this Agreement,
and the Common Stock shall have been at all times since such date listed for trading
on a Trading Market.




(b) The respective obligations of the Purchasers hereunder in connection with the
Closing are subject to the following conditions being met:




(i) the representations and warranties of Elixir Group and the Company shall be
true and correct in all material respects (except for those representations and
warranties that are qualified by materiality or Material Adverse Effect, which shall
be true and correct in all respects) as of the date when made and as of the Closing
Date as though made at that time (except for representations and warranties that
speak as of a specific date, which shall remain true and correct as of such specific
date);




(ii) all obligations, covenants and agreements of Elixir Group and the Company
required to be performed at or prior to the Closing Date with respect to the
performance of this Agreement and matters contemplated hereby shall have been
performed;




(iii) the delivery by Elixir Group and the Company of the items set forth in
Sections 2.4(a) and (b) of this Agreement;




(iv) Elixir Group and the Company shall have obtained all governmental,
regulatory or third party consents and approvals, if any, necessary for the sale of
the Warrants and the Warrant Shares;




(v) no statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by any court or
governmental authority of competent jurisdiction that prohibits the consummation of
any of the transactions contemplated by the Transaction Documents;




(vi) since the date of execution of this Agreement, no event or series of
events shall have occurred that resulted, or could reasonably be expected to result,
in a Material Adverse Effect; and




(vii) trading in the Common Stock shall not have been suspended by the
Commission or any Trading Market (except for any suspensions of trading of not more
than one trading day solely to permit dissemination of material information
regarding the Company) at any time since the date of execution of this Agreement,
and the Common Stock shall have been at all times since such date listed for trading
on a Trading Market.



ARTICLE III.




REPRESENTATIONS AND WARRANTIES




3.1 Representations and Warranties of Elixir Group. Elixir Group hereby makes the
representations and warranties set forth below to each Purchaser:




(a) Organization and Qualification. Elixir Group is duly incorporated, validly
existing and in good standing under the laws of Hong Kong, with the requisite power and
authority to own and use its properties and assets and to carry on its business as currently
conducted. Elixir Group is not in violation or default of any of the provisions of its
memorandum or articles of association or other organizational or charter documents.




(b) Authorization; Enforcement. Elixir Group has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by this Agreement and
the Warrant Assignment and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of each of this Agreement and the Warrant Assignment by Elixir Group and
the consummation by it of the transactions contemplated hereby and thereby have been duly
authorized by all necessary action on the part of Elixir Group and no further action is required
by Elixir Group, its Board of Directors or its stockholders in connection therewith. This
Agreement and the Warrant Assignments have been (or upon delivery will have been) duly executed
by Elixir Group and, when delivered in accordance with the terms hereof and thereof, will
constitute the valid and binding obligation of Elixir Group enforceable against Elixir Group in
accordance with its terms except (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law and
principles of public policy.




(c) No Conflicts. The execution, delivery and performance of the this Agreement
and the Warrant Assignments by Elixir Group, the transfer and sale of the Warrants and the
consummation by Elixir Group of the other transactions contemplated hereby and thereby do not
and will not (i) conflict with or violate any provision of Elixir Group’s memorandum or articles
of association or other organizational or charter documents, or (ii) subject to the Required
Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority to which Elixir
Group is subject (including federal and state securities laws and regulations), or by which any
property or asset of Elixir Group is bound or affected; except in the case of each of clause
(ii), such as could not, individually or in the aggregate, have or reasonably be expected to
result in a Material Adverse Effect.




(d) Filings, Consents and Approvals. Elixir Group is not required to obtain any
consent, waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other governmental authority or
other Person in connection with the execution, delivery and performance by Elixir Group of this
Agreement and the Warrant Assignments.




(e) Transfer of Warrants. Elixir Group is the record and sole beneficial owner of
the Warrants and, when sold and paid for in accordance with this Agreement, Elixir Group shall
transfer to the Purchasers all of Elixir Group’s right, title and interest in and to the
Warrants and the Warrant Shares, free and clear of all Liens other than restrictions on transfer
provided for in the Securities Agreement, the Participation Agreement and the Warrants.




(f) Litigation. There is no action, suit, inquiry, notice of violation, proceeding
or investigation pending or, to the knowledge of Elixir Group, threatened against or affecting
Elixir Group, the Company or any of their respective properties before or by any court,
arbitrator, governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) (collectively, an “Action”) which materially adversely
affects or challenges the legality, validity or enforceability of any of the Transaction
Documents, the Warrants or the Warrant Shares.




(g) Certain Fees. Except for fees and expenses that may be payable to ThinkEquity
Partners, LLC, no brokerage or finder’s fees or commissions are or will be payable by Elixir
Group to any broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by the Transaction
Documents. The Purchasers shall have no obligation with respect to any fees or with respect to
any claims made by or on behalf of other Persons for fees of a type contemplated in this Section
that may be due in connection with the transactions contemplated by the Transaction Documents as
a result of any action taken by Elixir Group or its Affiliates.




(h) Private Placement. Subject to the accuracy of the Purchasers representations
and warranties set forth in subparts (b), (c), (d), (g) and (h) of Section 3.3, the offer and
sale of the Warrants by Elixir Group to the Purchasers as contemplated hereby constitute
transactions exempt from the registration requirements of Section 5 of the Securities Act.




(i) No Integrated Offering. Assuming the accuracy of the Purchasers’
representations and warranties set forth in subparts (b), (c), (d), (g) and (h) of Section 3.3,
neither Elixir Group, nor any of its Affiliates, nor any Person acting on its or their behalf
has, directly or indirectly, made any offers or sales of any security or solicited any offers to
buy any security, under circumstances that would cause this offering of the Warrants to be
integrated with prior offerings by Elixir Group in violation of the Securities Act or any
applicable shareholder approval provisions of any Trading Market on which any of the securities
of Elixir Group are listed or designated. 




(j) No General Solicitation. Neither Elixir Group nor any person acting on behalf
of Elixir Group has offered or sold any of the Warrants by any form of general solicitation or
general advertising. Elixir Group has offered the Warrants for sale only to the Purchasers and
certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.




(k) Manipulation of Price. Elixir Group has not, and to its knowledge no one
acting on its behalf has taken, directly or indirectly, any action designed to cause or to
result in the stabilization or manipulation of the price of any security of the Company to
facilitate the sale of the Warrants or the resale of any of the Warrant Shares.




(l) Material, Non-Public Information. Elixir Group confirms that neither it nor,
to its knowledge after due inquiry, any of its officers or directors nor any other Person acting
on its or their behalf has provided, and it has not authorized the Placement Agent to provide,
any Purchaser or its respective agents or counsel with any information that it believes
constitutes or could reasonably be expected to constitute material, non-public information
concerning the Company except insofar as the existence, provisions and terms of the Transaction
Documents and the proposed transactions hereunder may constitute such information, all of which
will be disclosed by the Company in the press release and Current Report on Form 8-K as
contemplated by Section 4.4 hereof. Elixir Group understands and confirms that the Purchasers
will rely on the foregoing representations in effecting transactions in securities of the
Company.




(m) Acknowledgment Regarding Purchasers’ Purchase of Securities. Elixir Group
acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s
length purchaser with respect to the Transaction Documents and the transactions contemplated
hereby and thereby. Elixir Group further acknowledges that no Purchaser is acting as a
financial advisor or fiduciary of Elixir Group (or in any similar capacity) with respect to the
Transaction Documents and the transactions contemplated thereby and any advice given by any
Purchaser or any of their respective representatives or agents in connection with the
Transaction Documents and the transactions contemplated thereby is merely incidental to the
Purchasers’ purchase of the Warrants.



(n) No Additional Agreements. Elixir Group does not have any agreement or
understanding with any Purchaser with respect to the transactions contemplated by the Transaction
Documents other than as specified in the Transaction Documents.



3.2 Representations and Warranties of the Company. Except as set forth under the
corresponding section of the disclosure schedules delivered to the Purchasers concurrently herewith
(the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, the
Company hereby makes the representations and warranties set forth below to each Purchaser:




(a) Subsidiaries. All of the direct and indirect Subsidiaries of the Company
are set forth on Schedule 3.2(a). The Company owns, directly or indirectly, all of
the capital stock or other equity interests of each Subsidiary free and clear of any Liens,
and all the issued and outstanding shares of capital stock of each Subsidiary are validly
issued and are fully paid, non-assessable and free of preemptive and similar rights to
subscribe for or purchase securities.




(b) Organization and Qualification. The Company and each of the Subsidiaries
is an entity duly incorporated or otherwise organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization (as applicable),
with the requisite power and authority to own and use its properties and assets and to carry
on its business as currently conducted. Neither the Company nor any Subsidiary is in
violation or default of any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter documents. Each of the Company and
the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature of the business
conducted or property owned by it makes such qualification necessary, except where the
failure to be so qualified or in good standing, as the case may be, could not have or
reasonably be expected to result in (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the
business, properties, assets, operations, prospects, results of operations or financial
condition of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
effect on the Company’s ability to perform in any material respect on a timely basis its
obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material
Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and
authority or qualification.




(c) Authorization; Enforcement. The Company has the requisite corporate power
and authority to enter into and to consummate the transactions contemplated by each of the
Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of each of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been duly
authorized by all necessary action on the part of the Company and no further action is
required by the Company, its Board of Directors or its stockholders in connection therewith.
Each Transaction Document has been (or upon delivery will have been) duly executed by the
Company and, when delivered in accordance with the terms hereof and thereof, will constitute
the valid and binding obligation of the Company enforceable against the Company in
accordance with its terms except (i) as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by
applicable law and principles of public policy.




(d) No Conflicts. The execution, delivery and performance of the Transaction
Documents by the Company, the issuance and sale of the Warrant Shares and the consummation
by the Company of the other transactions contemplated hereby and thereby do not and will not
(i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, result in the creation of any Lien upon any of the
properties or assets of the Company or any Subsidiary, or give to others any rights of
termination, amendment, acceleration or cancellation (with or without notice, lapse of time
or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company
or Subsidiary debt or otherwise) or other understanding to which the Company or any
Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is
bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which the Company or a Subsidiary is
subject (including federal and state securities laws and regulations), or by which any
property or asset of the Company or a Subsidiary is bound or affected; except in the case of
each of clauses (ii) and (iii), such as could not, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect.




(e) Filings, Consents and Approvals. The Company is not required to obtain any
consent, waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other governmental authority
or other Person in connection with the execution, delivery and performance by the Company of
the Transaction Documents, other than (i) filings required pursuant to Section 4.4 of this
Agreement, (ii) the filing with the Commission of the Registration Statement, and (iii) the
filing of Form D with the Commission and such filings as are required to be made under
applicable state securities laws (collectively, the “Required Approvals”).




(f) Status of Warrants; Issuance of the Warrant Shares. The Warrants have been
validly issued and are fully paid and nonassessable and free and clear of all Liens other
than restrictions on transfer provided for in the Securities Agreement, the Participation
Agreement and the Warrants. The Warrants are assignable by Elixir Group and are fully
vested and immediately exercisable in accordance with their terms. The Company hereby
consents to the assignment and sale of the Warrants to the Purchasers, and their exercise,
pursuant to this Agreement. The Warrant Shares are duly authorized and, when issued and paid
for in accordance with the applicable Transaction Documents, will be validly issued, fully
paid and nonassessable, free and clear of all Liens imposed by the Company other than
restrictions on transfer provided for in the Transaction Documents. The Company has
reserved from its authorized capital stock the Warrant Shares issuable pursuant to the
Warrants and this Agreement.




(g) Capitalization. The capitalization of the Company is as set forth on
Schedule 3.2(g). No Person has any right of first refusal, preemptive right, right
of participation, or any similar right to participate in the transactions contemplated by
the Transaction Documents. Except as a result of the purchase and sale of the Warrant
Shares or as set forth on Schedule 3.2(g): (i) there are no outstanding options,
warrants, script rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities, rights or obligations convertible into or exercisable or
exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of
Common Stock, or contracts, commitments, understandings or arrangements by which the Company
or any Subsidiary is or may become bound to issue additional shares of Common Stock or
Common Stock Equivalents; (ii) there are no outstanding debt securities, notes, credit
agreements, credit facilities or other agreements, documents or instruments evidencing
Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its
Subsidiaries is or may become bound; (iii) there are no loans or obligations of the Company
or any of its Subsidiaries to officers, directors, stockholders or employees of the Company
or any of its Subsidiaries other than for payment of salary for services rendered and for
bonus payments, reimbursement for reasonable expenses incurred on behalf of the Company or
for other standard employee benefits made generally available to all employees; (iv) there
are no financing statements securing obligations in any material amounts, either singly or
in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v) there
are no outstanding shares or instruments of the Company or any of its Subsidiaries which
contain any redemption or similar provisions, and there are no contracts, commitments,
understandings or arrangements by which the Company or any of its Subsidiaries is or may
become bound to redeem a security of the Company or any of its Subsidiaries. The sale and
exercise of the Warrants will not obligate the Company to issue shares of Common Stock or
other securities to any Person (other than the Purchasers) and will not result in a right of
any holder of Company securities to adjust the exercise, conversion, exchange or reset price
under any of such securities. All of the outstanding shares of capital stock of the Company
are validly issued, fully paid and nonassessable, have been issued in compliance with all
federal and state securities laws, and none of such outstanding shares was issued in
violation of any preemptive rights or similar rights to subscribe for or purchase
securities. Except as set forth on Schedule 3.2(g), there are no stockholders
agreements, voting agreements or other similar agreements with respect to the Company’s
capital stock to which the Company is a party or, to the knowledge of the Company, between
or among any of the Company’s stockholders.




(h) SEC Reports; Financial Statements. The Company has filed all reports,
schedules, forms, statements and other documents required to be filed by it under the
Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the period commencing on January 1, 2006 through the date hereof (the foregoing
materials, including the exhibits thereto and documents incorporated by reference therein,
being collectively referred to herein as the “SEC Reports”) on a timely basis or has
received a valid extension of such time of filing and has filed any such SEC Reports prior
to the expiration of any such extension. As of their respective dates, the SEC Reports
complied in all material respects with the requirements of the Securities Act and the
Exchange Act and the rules and regulations of the Commission promulgated thereunder, as
applicable, and none of the SEC Reports, when filed, contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading. The financial statements of the Company included in the SEC
Reports complied in all material respects with applicable accounting requirements and the
rules and regulations of the Commission with respect thereto as in effect at the time of
filing. Such financial statements have been prepared in accordance with United States
generally accepted accounting principles applied on a consistent basis during the periods
involved (“GAAP”), except as may be otherwise specified in such financial statements
or the notes thereto and except that unaudited financial statements may not contain all
footnotes required by GAAP, and fairly present in all material respects the financial
position of the Company and its consolidated subsidiaries as of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to normal, immaterial, year-end audit adjustments.




(i) Material Changes; Undisclosed Events, Liabilities or Developments. Since
the date of the latest financial statements included within the SEC Reports, (i) there has
been no event, occurrence or development that has had or that could reasonably be expected
by the Company to result in a Material Adverse Effect, (ii) the Company has not incurred any
liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses
incurred in the ordinary course of business consistent with past practice and (B)
liabilities not required to be reflected in the Company’s financial statements pursuant to
GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its
method of accounting, (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders or purchased, redeemed or made any agreements
to purchase or redeem any shares of its capital stock and (v) the Company has not issued any
equity securities to any officer, director or Affiliate, except pursuant to existing Company
stock option plans. The Company does not have pending before the Commission any request for
confidential treatment of information.




(j) Litigation. There is no action, suit, inquiry, notice of violation,
proceeding or investigation pending or, to the knowledge of the Company, threatened against
or affecting the Company, any Subsidiary or any of their respective properties before or by
any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”) which
materially adversely affects or challenges the legality, validity or enforceability of any
of the Transaction Documents or the Warrant Shares. The Commission has not issued any stop
order or other order suspending the effectiveness of any registration statement filed by the
Company or any Subsidiary under the Exchange Act or the Securities Act.




(k) Labor Relations. No material labor dispute exists or, to the knowledge of
the Company, is imminent with respect to any of the employees of the Company which could
reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its
Subsidiaries’ employees is a member of a union that relates to such employee’s relationship
with the Company, and neither the Company or any of its Subsidiaries is a party to a
collective bargaining agreement, and the Company and its Subsidiaries believe that their
relationships with their employees are good. No executive officer, to the knowledge of the
Company, is, or is now expected to be, in violation of any material term of any employment
contract, confidentiality, disclosure or proprietary information agreement or
non-competition agreement, or any other contract or agreement or any restrictive covenant,
and the continued employment of each such executive officer does not subject the Company or
any of its Subsidiaries to any liability with respect to any of the foregoing matters. The
Company and its Subsidiaries are in compliance with all U.S. federal, state, local and
foreign laws and regulations relating to employment and employment practices, terms and
conditions of employment and wages and hours, except where the failure to be in compliance
could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.




(l) Compliance. Neither the Company nor any Subsidiary (i) is in default under
or in violation of (and no event has occurred that has not been waived that, with notice or
lapse of time or both, would result in a default by the Company or any Subsidiary under),
nor has the Company or any Subsidiary received notice of a claim that it is in default under
or that it is in violation of, any indenture, loan or credit agreement or any other
agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of
any order of any court, arbitrator or governmental body, or (iii) is or has been in
violation of any statute, rule or regulation of any governmental authority, including
without limitation all foreign, federal, state and local laws applicable to its business and
all such laws that affect the environment, except in each case as could not have or
reasonably be expected to result in a Material Adverse Effect.




(m) Regulatory Permits. The Company and the Subsidiaries possess all
certificates, authorizations and permits issued by the appropriate federal, state, local or
foreign regulatory authorities necessary to conduct their respective businesses as described
in the SEC Reports, except where the failure to possess such permits could not have or
reasonably be expected to result in a Material Adverse Effect (“Material Permits”),
and neither the Company nor any Subsidiary has received any notice of proceedings relating
to the revocation or modification of any Material Permit.




(n) Title to Assets. The Company and the Subsidiaries have good and marketable
title in fee simple to all real property owned by them that is material to the business of
the Company and the Subsidiaries and good and marketable title in all personal property
owned by them that is material to the business of the Company and the Subsidiaries, in each
case free and clear of all Liens, except for Liens as do not materially affect the value of
such property and do not materially interfere with the use made and proposed to be made of
such property by the Company and the Subsidiaries and Liens for the payment of federal,
state or other taxes, the payment of which is neither delinquent nor subject to penalties.
Any real property and facilities held under lease by the Company and the Subsidiaries are
held by them under valid, subsisting and enforceable leases with which the Company and the
Subsidiaries are in compliance.




(o) Patents and Trademarks.




(i) The Company or its Subsidiaries have exclusive ownership or a valid license
to use all patent, copyright, trade secret, trademark or other proprietary rights
that are used in the business of the Company as presently conducted and are material
to the Company and its Subsidiaries taken as a whole (collectively,
“Intellectual Property”). All of such material patents, registered
trademarks and registered copyrights have been duly registered in, filed in or
issued by the United States Patent and Trademark Office, the United States Register
of Copyrights or the corresponding offices of other jurisdictions and, to the
knowledge of the Company, have been maintained and renewed in accordance with all
applicable provisions of law and administrative regulations in the United States and
all such jurisdictions.




(ii) All material licenses or other material agreements under which (A) the
Company or any Subsidiary is granted rights in Intellectual Property and (B) the
Company or any Subsidiary has granted rights to others in Intellectual Property
owned or licensed by the Company or any Subsidiary, are in full force and effect and
there is no material default by the Company or any Subsidiary thereto.




(iii) No proceedings have been instituted or are pending which challenge in a
material manner the rights of the Company or any Subsidiary in respect to the
Company or any Subsidiary’s right to the use of the Intellectual Property. The
Company and each Subsidiary has the right to use, free and clear of material claims
or rights of other persons, all of its customer lists, designs, computer software,
systems, data compilations, and other information that are required for its products
or its business as presently conducted.




(iv) The Company believes it and each Subsidiary has taken such reasonable
steps as are required in accordance with sound business practice and business
judgment to establish and preserve its ownership of all material copyright, trade
secret and other proprietary rights with respect to its products and technology.




(v) To the knowledge of the Company, the present business, activities and
products of the Company and each Subsidiary do not infringe any intellectual
property of any other person, except where such infringement would not have a
Material Adverse Effect. No material proceeding charging the Company or any
Subsidiary with infringement of any adversely held Intellectual Property has been
filed. The Company has not received or is otherwise aware of any infringement of or
conflict with asserted rights of others with respect to any Intellectual Property or
of any facts or circumstances which would render any Intellectual Property invalid
or inadequate to protect the interests of the Company or any Subsidiary, and which
infringement or conflict (if the subject of any unfavorable decision, ruling or
finding) or invalidity or inadequacy, singly or in the aggregate, would result in a
Material Adverse Effect. To the Company’s knowledge, there exists no third party
unexpired patent or patent application which includes claims that would be infringed
by the Company or otherwise have a Material Adverse Effect. To the knowledge of the
Company, the Company is not making unauthorized use of any material confidential
information or trade secrets of any third party. To the Company’s knowledge, the
activities of the Company or any Subsidiary or any employee on behalf of the Company
or any Subsidiary do not violate any material agreements or arrangements known to
the Company which any such employees have with other persons, if any.




(p) Insurance. The Company and the Subsidiaries are insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are
prudent and customary in the businesses in which the Company and the Subsidiaries are
engaged, including, but not limited to, directors and officers insurance coverage at least
equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any
reason to believe that it will not be able to renew its existing insurance coverage as and
when such coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business without a significant increase in cost.




(q) Transactions With Affiliates and Employees. Except as set forth in the SEC
Reports, none of the officers or directors of the Company and, to the knowledge of the
Company, none of the employees of the Company is presently a party to any transaction with
the Company or any Subsidiary (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal property to or
from, or otherwise requiring payments to or from any officer, director or such employee or,
to the knowledge of the Company, any entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or partner, in each
case in excess of $60,000 other than (i) for payment of salary or consulting fees for
services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and
(iii) for other employee benefits, including stock option agreements under any stock option
plan of the Company.




(r) Sarbanes-Oxley; Internal Accounting Controls. The Company is in material
compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it
as of the Closing Date. The Company maintains disclosure controls and procedures (as such
term is defined in Rule 13a-15(e) under the Exchange Act) that are effective in ensuring
that information required to be disclosed by the Company in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the rules and forms of the SEC, including, without limitation,
controls and procedures designed in to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Exchange Act is accumulated
and communicated to the Company’s management, including its principal executive officer or
officers and its principal financial officer or officers, as appropriate, to allow timely
decisions regarding required disclosure. The Company and each of its Subsidiaries maintain
a system of internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with generally accepted accounting principles and to
maintain asset and liability accountability, (iii) access to assets or incurrence of
liabilities is permitted only in accordance with management’s general or specific
authorization, and (iv) the recorded accountability for assets and liabilities is compared
with the existing assets and liabilities at reasonable intervals and appropriate action is
taken with respect to any difference. Except as set forth in the SEC Reports, during the 12
months prior to the date hereof neither the Company nor any of its Subsidiaries have
received any notice or correspondence from any accountant relating to any potential material
weakness in any part of the system of internal accounting controls of the Company or any of
its Subsidiaries.




(s) Certain Fees. Except for fees and expenses that may be payable to
ThinkEquity Partners, LLC, no brokerage or finder’s fees or commissions are or will be
payable by the Company to any broker, financial advisor or consultant, finder, placement
agent, investment banker, bank or other Person with respect to the transactions contemplated
by the Transaction Documents. The Purchasers shall have no obligation with respect to any
fees or with respect to any claims made by or on behalf of other Persons for fees of a type
contemplated in this Section that may be due in connection with the transactions
contemplated by the Transaction Documents as a result of any action taken by the Company or
its Affiliates.




(t) Private Placement. Subject to the accuracy of the Purchasers
representations and warranties set forth in subparts (b), (c), (d), (g) and (h) of Section
3.3, the offer and sale of the Shares by the Company to the Purchasers as contemplated
hereby constitute transactions exempt from the registration requirements of Section 5 of the
Securities Act. The issuance and sale of the Warrant Shares hereunder does not contravene
the rules and regulations of the Trading Market.




(u) Investment Company. The Company is not, and is not an Affiliate of, and
immediately after receipt of payment for the Warrant Shares, will not be or be an Affiliate
of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended. The Company shall conduct its business in a manner so that it will not become
subject to the Investment Company Act of 1940.




(v) Registration Rights. Other than each of the Purchasers and except as set
forth on Schedule 3.2(v), no Person has any right to cause the Company to effect the
registration under the Securities Act of any securities of the Company. The Company is
eligible for use of the Registration Statement on Form S-3 to register the Warrant Shares
for resale by the Purchasers.




(w) Listing and Maintenance Requirements. The Company’s Common Stock is
registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no
action designed to, or which to its knowledge is likely to have the effect of, terminating
the registration of the Common Stock under the Exchange Act nor has the Company received any
notification that the Commission is contemplating terminating such registration. The
Company has not, in the 12 months preceding the date hereof, received notice from any
Trading Market on which the Common Stock is or has been listed or quoted to the effect that
the Company is not in compliance with the listing or maintenance requirements of such
Trading Market. The Company is, and has no reason to believe that it will not in the
foreseeable future continue to be, in compliance with all such listing and maintenance
requirements.




(x) Disclosure. All disclosure furnished by or on behalf of the Company to the
Purchasers regarding the Company, its business and the transactions contemplated hereby,
including the Disclosure Schedules to this Agreement, with respect to the representations
and warranties made herein are true and correct with respect to such representations and
warranties and do not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading.




(y) No Integrated Offering. Assuming the accuracy of the Purchasers’
representations and warranties set forth in subparts (b), (c), (d), (g) and (h) of Section
3.3, neither the Company, nor any of its Affiliates, nor any Person acting on its or their
behalf has, directly or indirectly, made any offers or sales of any security or solicited
any offers to buy any security, under circumstances that would cause this offering of the
Warrant Shares to be integrated with prior offerings by the Company in violation of the
Securities Act or any applicable shareholder approval provisions of any Trading Market on
which any of the securities of the Company are listed or designated. 




(z) Tax Status. Except for matters that would not, individually or in the
aggregate, have or reasonably be expected to result in a Material Adverse Effect, the
Company and each Subsidiary has filed all necessary federal, state and foreign income and
franchise tax returns and has paid or accrued all taxes shown as due thereon, and the
Company has no knowledge of a tax deficiency which has been asserted or threatened against
the Company or any Subsidiary.




(aa) No General Solicitation. Neither the Company nor any person acting on
behalf of the Company has offered or sold any of the Shares by any form of general
solicitation or general advertising. The Company has offered the Shares for sale only to
the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under
the Securities Act.




(bb) Insolvency. The Company is not as of the date hereof, and after giving
effect to the transactions contemplated hereby to occur at the Closing, will not be
Insolvent (as defined below). For purposes of this Section 3.1(bb), “Insolvent”
means, with respect to any Person , (i) the present fair saleable value of such Person’s
assets is less than the amount required to pay such Person’s total indebtedness, (ii) such
Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as
such debts and liabilities become absolute and matured, (iii) such Person intends to incur
or believes that it will incur debts that would be beyond its ability to pay as such debts
mature or (iv) such Person has unreasonably small capital with which to conduct the business
in which it is engaged as such business is now conducted and is proposed to be conducted.




(cc) Off Balance Sheet Arrangements. There is no transaction, arrangement, or
other relationship between the Company and an unconsolidated or other off balance sheet
entity that is required to be disclosed by the Company in its Exchange Act filings and is
not so disclosed or that otherwise would be reasonably likely to have a Material Adverse
Effect.




(dd) No Undisclosed Events, Liabilities, Developments or Circumstances. Except
for the transactions contemplated by this Agreement, no event, liability, development or
circumstance has occurred or exists with respect to the Company or its business, properties,
prospects, operations or financial condition, that is required to be, and has not been,
disclosed, by the Company under applicable securities laws on a Current Report on Form 8-K
filed with the SEC.




(ee) Environmental Laws. The Company is in compliance with any and all
Environmental Laws (as hereinafter defined), (ii) have received all permits, licenses or
other approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (iii) are in compliance with all terms and conditions of any such
permit, license or approval where, in each of the foregoing clauses (i), (ii) and (iii), the
failure to so comply would be reasonably expected to have, individually or in the aggregate,
a Material Adverse Effect. The term “Environmental Laws” means all federal, state, local or
foreign laws relating to pollution or protection of human health or the environment
(including, without limitation, ambient air, surface water, groundwater, land surface or
subsurface strata), including, without limitation, laws relating to emissions, discharges,
releases or threatened releases of chemicals, pollutants, contaminants, or toxic or
hazardous substances or wastes (collectively, “Hazardous Materials”) into the
environment, or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all
authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses,
notices or notice letters, orders, permits, plans or regulations issued, entered,
promulgated or approved thereunder.




(ff) PFIC. Neither the Company nor any Subsidiary is or intends to become a
“passive foreign investment company” within the meaning of Section 1297 of the U.S. Internal
Revenue Code of 1986, as amended.




(gg) Manipulation of Price. The Company has not, and to its knowledge no one
acting on its behalf has taken, directly or indirectly, any action designed to cause or to
result in the stabilization or manipulation of the price of any security of the Company to
facilitate the sale of the Warrants or resale of any of the Warrant Shares.




(hh) Foreign Corrupt Practices. Neither the Company nor any of its
Subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee
or other Person acting on behalf of the Company or any of its Subsidiaries has, in the
course of its actions for, or on behalf of, the Company (i) used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expenses relating to political
activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; (iii) violated or is in violation of
any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made
any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to
any foreign or domestic government official or employee.




(ii) OFAC. Neither the Company nor any Subsidiary nor, to the knowledge of the
Company, any director, officer, agent, employee, Affiliate or Person acting on behalf of the
Company or any Subsidiary is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the
Company will not directly or indirectly use the proceeds of the sale of the Shares, or lend,
contribute or otherwise make available such proceeds to any Subsidiary, joint venture
partner or other Person or entity, towards any sales or operations in Cuba, Iran, Syria,
Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the
activities of any Person currently subject to any U.S. sanctions administered by OFAC.




(jj) Money Laundering Laws. The operations of each of the Company and any
Subsidiary are and have been conducted at all times in compliance with the money laundering
statutes of applicable jurisdictions, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any
applicable governmental agency (collectively, the “Money Laundering Laws”), and no action,
suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company and/or any Subsidiary with respect to the Money Laundering
Laws is pending or, to the Company’s knowledge, threatened.




(kk) Material, Non-Public Information. The Company confirms that neither it
nor, to its knowledge after due inquiry, any of its officers or directors nor any other
Person acting on its or their behalf has provided, and it has not authorized the Placement
Agent to provide, any Purchaser or its respective agents or counsel with any information
that it believes constitutes or could reasonably be expected to constitute material,
non-public information except insofar as the existence, provisions and terms of the
Transaction Documents and the proposed transactions hereunder may constitute such
information, all of which will be disclosed by the Company in the press release and Current
Report on Form 8-K as contemplated by Section 4.4 hereof. The Company understands and
confirms that the Purchasers will rely on the foregoing representations in effecting
transactions in securities of the Company. No event or circumstance has occurred or
information exists with respect to the Company or any of its Subsidiaries or its or their
business, properties, operations or financial conditions, which, under applicable law, rule
or regulation, requires public disclosure or announcement by the Company but which has not
been so publicly announced or disclosed (assuming for this purpose that the Company’s
reports filed under the Exchange Act are being incorporated into an effective registration
statement filed by the Company under the Securities Act), except for the announcement of
this Agreement and related transactions.




(ll) Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company
acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an
arm’s length purchaser with respect to the Transaction Documents and the transactions
contemplated hereby and thereby. The Company further acknowledges that no Purchaser is
acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with
respect to the Transaction Documents and the transactions contemplated thereby and any
advice given by any Purchaser or any of their respective representatives or agents in
connection with the Transaction Documents and the transactions contemplated thereby is
merely incidental to the Purchasers’ purchase of the Shares.




(mm) No Additional Agreements. The Company does not have any agreement or
understanding with any Purchaser with respect to the transactions contemplated by the
Transaction Documents other than as specified in the Transaction Documents.



3.3 Representations and Warranties of the Purchasers. Each Purchaser hereby, for
itself and for no other Purchaser, represents and warrants as of the date hereof and as of the
Closing Date to Elixir Group and the Company as follows:




(a) Organization; Authority. Such Purchaser is an entity duly organized,
validly existing and in good standing under the laws of the jurisdiction of its organization
with full right, corporate or partnership power and authority to enter into and to
consummate the transactions contemplated by the Transaction Documents and otherwise to carry
out its obligations hereunder and thereunder. The execution, delivery and performance by
such Purchaser of the transactions contemplated by this Agreement have been duly authorized
by all necessary corporate or similar action on the part of such Purchaser. Each
Transaction Document to which it is a party has been duly executed by such Purchaser, and
when delivered by such Purchaser in accordance with the terms hereof, will constitute the
valid and legally binding obligation of such Purchaser, enforceable against it in accordance
with its terms, except (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable remedies and
(iii) insofar as indemnification and contribution provisions may be limited by applicable
law.




(b) Own Account. Such Purchaser understands that the Securities are
“restricted securities” and have not been registered under the Securities Act or any
applicable state securities law and is acquiring the Securities as principal for its own
account and not with a view to or for distributing or reselling such Securities or any part
thereof in violation of the Securities Act or any applicable state securities law, has no
present intention of distributing any of such Shares in violation of the Securities Act or
any applicable state securities law and has no direct or indirect arrangement or
understandings with any other persons to distribute or regarding the distribution of such
Securities (this representation and warranty shall not limit such Purchaser’s right to sell
the Warrant Shares pursuant to the Registration Statement or otherwise in compliance with
applicable federal and state securities laws) in violation of the Securities Act or any
applicable state securities law. Such Purchaser is acquiring the Securities hereunder in
the ordinary course of its business.




(c) Purchaser Status. At the time such Purchaser was offered the Securities,
it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a)(1),
(a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser is not required
to be registered as a broker-dealer under Section 15 of the Exchange Act.




(d) Experience of Such Purchaser. Such Purchaser, either alone or together
with its representatives, has such knowledge, sophistication and experience in business and
financial matters so as to be capable of evaluating the merits and risks of the prospective
investment in the Securities, and has so evaluated the merits and risks of such investment.
Such Purchaser is able to bear the economic risk of an investment in the Securities and, at
the present time, is able to afford a complete loss of such investment.




(e) General Solicitation. Such Purchaser is not purchasing the Securities as a
result of any advertisement, article, notice or other communication regarding the Securities
published in any newspaper, magazine or similar media or broadcast over television or radio
or presented at any seminar or any other general solicitation or general advertisement.




(f) Short Sales and Confidentiality Prior To The Date Hereof. Other than the
purchases and sales of securities contemplated hereunder, such Purchaser has not directly or
indirectly, nor has any Person acting on behalf of or pursuant to any understanding with
such Purchaser, engaged in any transaction, including Short Sales, in the securities of the
Company since the earlier to occur of (i) the time that such Purchaser was first contacted
by the Company regarding the transactions contemplated by this Agreement, or (ii) the
10th day prior to the date of this Agreement (such earlier date, “Discussion
Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a
multi-managed investment vehicle whereby separate portfolio managers manage separate
portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of
the investment decisions made by the portfolio managers managing other portions of such
Purchaser’s assets, the representation set forth above shall only apply with respect to the
portion of assets managed by the portfolio manager that made the investment decision to
purchase the Securities covered by this Agreement. Other than to other Persons party to
this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to
it in connection with this transaction (including the existence and terms of this
transaction).




(g) Access to Information. Such Purchaser acknowledges that it has received
and had the opportunity to review (i) copies of the SEC Reports, and (ii) all exhibits
thereto. Such Purchaser further acknowledges that it or its representatives have been
afforded (iii) the opportunity to ask such questions as it has deemed necessary of, and to
receive answers from, representatives of the Company concerning the terms and conditions of
the offering of the Securities, the merits and risks of investing in the Securities,
(iv) access to information about the Company and the Company’s financial condition, results
of operations, business, properties, management and prospects sufficient to enable it to
evaluate its investment in the Securities; and (v) the opportunity to obtain such additional
information which the Company possesses or can acquire without unreasonable effort or
expense that is necessary to verify the accuracy and completeness of the information
contained in the SEC Reports.




(h) Restrictions on Securities. Such Purchaser understands that the Securities
have not been registered under the Securities Act and may not be offered, resold, or
otherwise transferred except (a) pursuant to an exemption from registration under the
Securities Act or pursuant to an effective registration statement in compliance with Section
5 under the Securities Act and (b) in accordance with all applicable securities laws of the
states of the United States and other jurisdictions.




(i) Acknowledgment. Such Purchaser understands and acknowledges that it has
agreed to exercise in full all of the Warrants purchased under this Agreement at the Closing
by delivering to the Company, via wire transfer or a certified check, the exercise price as
provided in this Agreement, and such Purchaser further understands and acknowledges that no
net issuance exercise or “cashless” exercise will be available or utilized in this
transaction.



ARTICLE IV.




OTHER AGREEMENTS OF THE PARTIES




4.1 Transfer Restrictions.




(a) The Securities may only be disposed of in compliance with state and federal
securities laws. In connection with any transfer of Securities other than pursuant to an
effective registration statement or Rule 144, the Company may require the transferor thereof
to provide to the Company an opinion of counsel, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such transfer does not
require registration of such transferred Securities under the Securities Act.




(b) The Purchasers agree to the imprinting, so long as is required by this Section
4.1(b), of a legend on any of the Securities in the following form:




THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE “RESTRICTED SECURITIES” AS THAT
TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, THE AVAILABILITY OF
WHICH IS TO BE ESTABLISHED TO THE REASONABLE SATISFACTION OF COUNSEL TO THE ISSUER.




(c) The Company acknowledges and agrees that a Purchaser may from time to time pledge,
and/or grant a security interest in some or all of the legended Warrant Shares, in
connection with applicable securities laws, pursuant to a bona fide margin agreement in
compliance with a bona fide margin loan. Such a pledge would not be subject to approval or
consent of the Company and no legal opinion of legal counsel to the pledgee, secured party,
or pledgor shall be required in connection with the pledge, but such legal opinion shall be
required in connection with a subsequent transfer or foreclosure following default by such
Purchaser. No notice shall be required of such pledge but the Purchaser shall promptly
notify the Company of any such subsequent transfer or foreclosure. Each Purchaser
acknowledges that the Company shall not be responsible for any pledges relating to, or the
grant of any security interest in, any of the Warrant Shares or for any agreement,
understanding or arrangement between any Purchaser and its pledgee or secured party. Each
Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(d), any
Warrant Shares subject to a pledge or security interest as contemplated by this Section
4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to
the restrictions on transfer set forth in Section 4.1(a).




(d) Subject to and in reliance upon compliance of the Purchasers with Sections 7(b) and
7(c) of the Registration Rights Agreement, certificates evidencing Warrant Shares shall not
be required to contain such legend (i) while a Registration Statement covering the resale of
such Warrant Shares is effective under the Securities Act, or (ii) following any sale of
such Warrant Shares pursuant to Rule 144, or (iii) if such Warrant Shares are eligible for
sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements
of the Securities Act (including judicial interpretations and pronouncements issued by the
Staff of the Commission). Following the Effective Date or at such earlier time as a legend
is no longer required for certain Warrant Shares, the Company will no later than ten (10)
calendar days following the delivery by a Purchaser to the Company’s transfer agent (with
notice to the Company) of a legended certificate representing such Warrant Shares (endorsed
or with stock powers attached, signatures guaranteed, and otherwise in form necessary to
effect the reissuance and/or transfer and an opinion of counsel to the extent required by
Section 4.1(a)), deliver or cause to be delivered to such Purchaser a certificate
representing such Warrant Shares that is free from such restrictive legends.




(e) Each Purchaser hereunder acknowledges its primary responsibilities under the
Securities Act and accordingly covenants and agrees not to sell the Warrant Shares or any
interest therein without complying with the requirements of the Securities Act and any
applicable prospectus delivery requirements. While the above-referenced Registration
Statement remains effective, each Purchaser hereunder may sell the Warrant Shares in
accordance with the plan of distribution contained in the Registration Statement and if it
does so it will comply therewith and with the related prospectus delivery requirements
unless an exemption therefrom is available.




(f) If the Company shall fail for any reason or for no reason to issue to a Purchaser
unlegended certificates within three (3) Trading Days of receipt of all documents necessary
for the removal of the legend set forth in Section 4.1(d) above (the “Deadline
Date”), then, in addition to all other remedies available to such Purchaser, if on or
after the Trading Day immediately following such three-day period, such Purchaser sells
Warrant Shares in an open-market transaction which the Purchaser anticipated receiving from
the Company without any restrictive legend and is required to purchase shares of Common
Stock to deliver in satisfaction of the sale by the Purchaser (a “Buy-In”), then the
Company shall, within three (3) Trading Days after such Purchaser’s request and in such
Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such
Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased (the “Buy-In Price”), at which point the Company’s
obligation to deliver such certificate (and to issue such shares of Common Stock) shall
terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a certificate
or certificates representing such shares of Common Stock and pay cash to the Purchaser in an
amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number
of shares of Common Stock, times (b) the closing bid price on the Deadline Date.



4.2 Furnishing of Information. As long as any Purchaser owns Warrant Shares, the
Company covenants to timely file (or obtain extensions in respect thereof and file within the
applicable grace period) all reports required to be filed by the Company after the date hereof
pursuant to the Exchange Act. As long as any Purchaser owns Warrant Shares, if the Company is not
required to file reports pursuant to the Exchange Act, it will prepare and furnish to the
Purchasers and make publicly available in accordance with Rule 144(c) such information as is
required for the Purchasers to sell the Warrant Shares under Rule 144. The Company further
covenants that it will take such further action as any holder of Warrant Shares may reasonably
request, to the extent required from time to time to enable such Person to sell such Warrant Shares
without registration under the Securities Act within the requirements of the exemption provided by
Rule 144.



4.3 Integration. The Company shall not sell, offer for sale or solicit offers to buy
or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act)
that would be integrated with the offer or sale of the Warrant Shares in a manner that would
require the registration under the Securities Act of the sale of the Warrant Shares to the
Purchasers or that would be integrated with the offer or sale of the Warrant Shares for purposes of
the rules and regulations of any Trading Market such that it would require shareholder approval
prior to the closing of such other transaction unless shareholder approval is obtained before the
closing of such subsequent transaction.



4.4 Securities Laws Disclosure; Publicity. The Company shall, by 9:00 a.m. (New York
City time) on the Business Day immediately following the date of this Agreement issue a press
release reasonably acceptable to each Purchaser disclosing all material terms of the transactions
contemplated hereby, and shall file a Current Report on Form 8-K (the “Closing 8-K”)
attaching the Transaction Documents thereto by the end of such Business Day. No Purchaser shall
issue any such press release or otherwise make any such public statement without the prior consent
of the Company. The Company shall not publicly disclose the name of any Purchaser, or include the
name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market,
without the prior written consent of such Purchaser, except (i) as required by federal securities
law in connection with (A) any registration statement contemplated by the Registration Rights
Agreement and (B) the filing of final Transaction Documents (including signature pages thereto)
with the Commission and (ii) to the extent such disclosure is required by law or Trading Market
regulations, in which case the Company shall provide the Purchasers with prior notice of such
disclosure permitted under this subclause (ii).



4.5 Use of Proceeds. The Company shall use the net proceeds from the sale of the
Warrant Shares for general corporate purposes, including general and administrative expenses, and,
except as set forth on Schedule 4.5, not for (i) the repayment of any outstanding
Indebtedness of the Company or any of its Subsidiaries, or (ii) the redemption or repurchase of any
of its or its Subsidiaries’ equity securities.



4.6 Listing of Common Stock. The Company hereby agrees to use its best efforts to
maintain the listing of the Common Stock on a Trading Market, and as soon as practicable following
the Closing to list all of the Warrant Shares on such Trading Market. The Company further agrees,
if the Company applies to have the Common Stock traded on any other Trading Market, it will include
in such application all of the Warrant Shares, and will take such other action as is necessary to
cause all of the Warrant Shares to be listed on such other Trading Market as promptly as possible.
The Company will take all action necessary to continue the listing and trading of its Common Stock
on a Trading Market and will comply in all respects with the Company’s reporting, filing and other
obligations under the bylaws or rules of the Trading Market.



4.7 Short Sales and Confidentiality After The Date Hereof. Each Purchaser, severally
and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on
its behalf or pursuant to any understanding with it will engage in any purchases or sales of,
including any Short Sales, the securities of the Company during the period commencing at the
Discussion Time and ending twenty-four (24) hours after the time that the transactions contemplated
by this Agreement are first publicly announced by dissemination of the press release as described
in Section 4.4 (“Black-out Termination Date”). Each Purchaser, severally and not jointly
with the other Purchasers, covenants that until the Black-out Termination Date, such Purchaser will
maintain the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction). Each Purchaser understands and
acknowledges, severally and not jointly with any other Purchaser, that the Commission currently
takes the position that coverage of short sales of shares of the Common Stock “against the box”
prior to the Effective Date of the Registration Statement with respect to the Shares is a violation
of Section 5 of the Securities Act, as set forth in Item 65, Section A, of the Manual of Publicly
Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel,
Division of Corporation Finance. Notwithstanding the foregoing, no Purchaser makes any
representation, warranty or covenant hereby that it will not engage in Short Sales in the
securities of the Company after the Black-out Termination Date. Notwithstanding the foregoing, in
the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of such Purchaser’s assets and the portfolio managers have no
direct knowledge of the investment decisions made by the portfolio managers managing other portions
of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the
portion of assets managed by the portfolio manager that made the investment decision to purchase
the Shares covered by this Agreement.



4.8 Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect
to the Warrant Shares as required under Regulation D and to provide a copy thereof to each
Purchaser. The Company shall take such action as the Company shall reasonably determine is
necessary in order to obtain an exemption for, or to qualify the Shares for, sale to the Purchasers
at the Closing under applicable securities or “Blue Sky” laws of the states of the United States,
and shall provide evidence of such actions promptly upon request of any Purchaser.



4.9 Indemnification of Purchasers. In addition to the indemnity provided in the
Registration Rights Agreement, the Company will indemnify and hold the Purchasers and their
affiliates, directors, officers, shareholders, partners, employees and agents (each, a
“Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements,
court costs and reasonable attorneys’ fees and costs of investigation (collectively,
“Losses”) that any such Purchaser Party may suffer or incur as a result of or relating to:
(a) any misrepresentation, breach or inaccuracy of any representation, warranty, covenant or
agreement made by the Company in any Transaction Document; or (b) any cause of action, suit, or
claim brought or made against such Purchaser Party and arising out of or resulting from the
execution, delivery, performance or enforcement of this Agreement or any of the other Transaction
Documents and without causation by other activity, obligation, condition or liability pertaining to
such Purchaser; provided, however, the Company will not be liable for (i) special
damages or (ii) Losses that arise out of a Purchaser’s violation of law, or misrepresentation,
breach or inaccuracy of any representation, warranty, covenant or agreement made by Purchaser in
any Transaction Document; and provided further, the indemnity agreement contained
herein shall not apply to amounts paid in settlement of any such Loss if such settlement is
effected without the consent of the Company (which consent shall not be unreasonably withheld). In
addition to the indemnity contained herein, the Company will reimburse each Purchaser Party for its
reasonable legal and other expenses (including the cost of any investigation, preparation and
travel in connection therewith) incurred in connection therewith, as such expenses are incurred.



ARTICLE V.




MISCELLANEOUS




5.1 Termination.  This Agreement may be terminated by any Purchaser, as to such
Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between
the Company and the other Purchasers, or the Company by written notice to the other parties, if the
Closing has not been consummated on or before December 19, 2007, provided, however,
that no such termination will affect the right of any party to sue for any breach by the other
party (or parties).



5.2 Fees and Expenses. Except as expressly set forth in the Transaction Documents to
the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and
other experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement. The Company shall pay all
transfer agent fees, stamp taxes, transfer taxes and other taxes and duties levied in connection
with the delivery of any Shares to the Purchasers. The Company shall pay all expenses reasonably
incurred by Purchasers in connection with the negotiation, drafting, and execution of the
Transaction Documents, including, without limitation, attorneys’ fees and disbursements, in an
aggregate amount not greater than Twenty Thousand Dollars ($20,000).



5.3 Remedies. In addition to being entitled to exercise all rights provided herein or
granted by law, including recovery of damages, each of the Purchasers and the Company will be
entitled to specific performance under the Transaction Documents. The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any breach of
obligations described in the foregoing sentence and hereby agree to waive in any action for
specific performance of any such obligation (other than in connection with any action for a
temporary restraining order) the defense that a remedy at law would be adequate.



5.4 Payment Set Aside. To the extent that the Company makes a payment or payments to
any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights
thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any
part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside,
recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the
Company, a trustee, receiver or any other person under any law (including, without limitation, any
bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent
of any such restoration the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.



5.5 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each
Purchaser under any Transaction Document are several and not joint with the obligations of any
other Purchaser, and no Purchaser shall be responsible in any way for the performance of the
obligations of any other Purchaser under any Transaction Document. The decision of each Purchaser
to purchase Warrant Shares pursuant to the Transaction Documents has been made by such Purchaser
independently of any other Purchaser and independently of any information, materials, statements or
opinions as to the business, affairs, operations, assets, properties, liabilities, results of
operations, condition (financial or otherwise) or prospects of the Company or any Subsidiary which
may have been made or given by any other Purchaser or by any agent or employee of any other
Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any
other Purchaser (or any other Person) relating to or arising from any such information, materials,
statement or opinions. Nothing contained herein or in any Transaction Document, and no action
taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Purchasers are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no
other Purchaser has acted as agent for such Purchaser in connection with making its investment
hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with
monitoring its investment in the Warrant Shares or enforcing its rights under the Transaction
Documents. Each Purchaser shall be entitled to independently protect and enforce its rights,
including without limitation the rights arising out of this Agreement or out of the other
Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an
additional party in any proceeding for such purpose. The Company acknowledges that each of the
Purchasers has been provided with the same Transaction Documents for the purpose of closing a
transaction with multiple Purchasers and not because it was required or requested to do so by any
Purchaser. The Company’s obligations to each Purchaser under this Agreement are identical to its
obligations to each other Purchaser other than such differences resulting solely from the number of
Shares purchased by such Purchaser, but regardless of whether such obligations are memorialized
herein or in another agreement between the Company and a Purchaser.



5.6 Entire Agreement. The Transaction Documents, together with the exhibits and
schedules thereto, contain the entire understanding of the parties with respect to the subject
matter hereof and supersede all prior agreements and understandings, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such documents, exhibits and
schedules.



5.7 Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on
the earliest of (a) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number set forth on the signature pages attached hereto prior to
3:30 p.m. (New York time) on a Business Day, (b) the next Business Day after the date of
transmission, if such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto on a day that is not a Business Day or later than
3:30 p.m. (New York time) on any Business Day, (c) the 2nd Business Day following the
date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon
actual receipt by the party to whom such notice is required to be given. The address for such
notices and communications shall be as set forth on the signature pages attached hereto.



5.8 Amendments; Waivers. No provision of this Agreement may be amended or waived
except in a written instrument signed by the Company and the Purchasers holding not less than 85%
of the Warrant Shares; provided, however, that if any amendment or waiver operates
in a manner that treats any Purchaser differently from the other Purchasers, the consent of such
Purchaser shall also be required for such amendment or waiver. No waiver of any default with
respect to any provision, condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to
exercise any right hereunder in any manner impair the exercise of any such right.



5.9 Headings. The headings herein are for convenience only, do not constitute a part
of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.



5.10 Successors and Assigns. This Agreement, and any and all rights, duties and
obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by the Company
without the prior written consent of each Purchaser. Subject to the foregoing and except as
otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.



5.11 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective successors and permitted assigns and is not for the benefit of,
nor may any provision hereof be enforced by, any other Person.



5.12 Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of the Transaction Documents shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by this Agreement and any
other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state
and federal courts sitting in the State of New York. Each party hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in the State of New York, for the
adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. Each party hereby
irrevocably waives any right it may have, and agrees not to request, a jury trial for the
adjudication of any dispute hereunder or in connection with or arising out of this Agreement or any
transaction contemplated hereby. If either party shall commence an action or proceeding to enforce
any provisions of the Transaction Documents, then the prevailing party in such action or proceeding
shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding.



5.13 Survival. The representations and warranties contained herein shall survive the
Closing and the delivery of the Shares. Each Purchaser shall be responsible only for its own
representations, warranties and covenants hereunder.



5.14 Execution. This Agreement may be executed in two or more counterparts, all of
which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature
is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.



5.15 Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties
that they would have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or unenforceable.



5.16 Rescission and Withdrawal Right. Notwithstanding anything to the contrary
contained in (and without limiting any similar provisions of) any of the other Transaction
Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein
provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time
upon written notice to the Company, any relevant notice, demand or election in whole or in part
without prejudice to its future actions and rights.



5.17 Replacement of Shares. If any certificate or instrument evidencing any Warrant
Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in
exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu
of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new
certificate or instrument under such circumstances shall also pay any reasonable third-party costs
(including customary indemnity) associated with the issuance of such replacement Shares.



5.18 Construction. The parties agree that each of them and/or their respective counsel
has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal
rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments
hereto.



5.19 Limitations of Liability. Notwithstanding anything herein to the contrary, the
Company acknowledges and agrees that the liability of a Purchaser arising directly or indirectly,
under any Transaction Document of any and every nature whatsoever shall be satisfied solely out of
the assets of such Purchaser, and that no trustee, officer, other investment vehicle or any other
Affiliate of such Investor or any investor, shareholder or holder of shares of beneficial interest
of such a Purchaser shall be personally liable for any liabilities of such Purchaser.



1




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to
be duly executed by their respective authorized signatories as of the date first indicated above.



	 	 	 
	ELIXIR GROUP LIMITED

	 	Address for Notice:
	
 
	 	 
	By: /s/ Gordon Yuen




Gordon Yuen,

Chief Executive Officer

	 	38/F., The Centrium,

60 Wyndam Street

Central, Hong Kong

Fax: (852) 3162 2579









	 	 	 
	ELIXIR GAMING TECHNOLOGIES, INC. Address for Notice:	 
	 	 	 	 	 	1120 Town Center
	By:	 	/s/ David Reberger	 	 	Suite 260
	 	 	 	 	 	Las Vegas, NV 89144
	 	 	David Reberger,	 	 	Fax: (702) 733-7197
	 	 	Chief Financial Officer





2




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Lagunitas Partners LP
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Jon D. Gruber
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Gruber & McBaine Cap. Mgmt.
	 	 	 	 
	 
	 	 	 	 
	Title: General Partner
	 	Address for Notice:
	 
	 	 	 	 
	Its:__________________________________________
	 	GMCM
	(Printed Name of Authorized Person and Title
	 	50 Osgood Pl. - PH
	for Person executing for Purchaser)
	 	San Francisco, CA  94133
	Warrant Subscription Amount: $________
Warrants: 375,000
Warrant Exercise Amount: $________
Warrant Shares: 375,000
Total Amount to be Deposited into Escrow: $1,316,250
	 	with a copy to:
	 
	 	Address for Delivery of
	 
	 	Warrants and Warrant
	 
	 	Shares for Purchaser:






3




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Jon D. & Linda W. Gruber Trust
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Jon D. Gruber
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Jon D. Gruber
	 	 	 	 
	 
	 	 	 	 
	Title: Trustee
	 	Address for Notice:
	 
	 	 	 	 
	Its:__________________________________________
	 	GMCM
	(Printed Name of Authorized Person and Title
	 	50 Osgood Pl. - PH
	for Person executing for Purchaser)
	 	San Francisco, CA  94133
	Warrant Subscription Amount: $________
Warrants: 125,000
Warrant Exercise Amount: $________
Warrant Shares: 125,000
Total Amount to be Deposited into Escrow: $438,750
	 	with a copy to:
	 
	 	Address for Delivery of
	 
	 	Warrants and Warrant
	 
	 	Shares for Purchaser:






4




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Capital Ventures International
by: Heights Capital Management, Inc.
its authorized agent
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Michael Spolan
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Michael Spolan
	 	 	 	 
	 
	 	 	 	 
	Title: General Counsel
	 	Address for Notice:
	 
	 	 	 	 
	Its:__________________________________________
	 	c/o Heights Capital Management
	(Printed Name of Authorized Person and Title
	 	101 California Street, Suite 3250
	for Person executing for Purchaser)
	 	San Francisco, CA  94111
	Warrant Subscription Amount: $129,000
Warrants: 150,000
Warrant Exercise Amount: $397,500
Warrant Shares: 150,000
Total Amount to be Deposited into Escrow: $526,500
	 	with a copy to:
	 
	 	Address for Delivery of Warrants
	 
	 	and Warrant Shares for
	 
	 	Purchaser:






5




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Octagon Capital Partners
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Steven Hart
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Steven Hart
	 	 	 	 
	 
	 	 	 	 
	Title: General Partner
—
	 	Address for Notice:
	Its:__________________________________________
	 	 	—	 
	(Printed Name of Authorized Person and
	 	155 West 68th Street, #27E
	Title for Person executing for Purchaser)
	 	New York, NY  10023
	Warrant Subscription Amount: $12,251
Warrants: 14,245
Warrant Exercise Amount: $37,749
Warrant Shares: 14,245
Total Amount to be Deposited into Escrow: $50,000
	 	with a copy to:
	 
	 	Address for Delivery of Warrants and
	 
	 	Warrant Shares for Purchaser:






6




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Heller Capital Investments
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Ronald I. Heller
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Ronald I. Heller
	 	 	 	 
	 
	 	 	 	 
	Title: CIO
	 	Address for Notice:
	 
	 	 	 	 
	Its:__________________________________________
	 	c/o Steven Hart
	(Printed Name of Authorized Person and Title
	 	700 E. Palisade Avenue
	for Person executing for Purchaser)
	 	Englewood Cliffs, NJ  07632
	Warrant Subscription Amount: $232,849
Warrants: 270,755
Warrant Exercise Amount: $717,501
Warrant Shares: 270,755
Total Amount to be Deposited into Escrow: $950,350
	 	with a copy to:
	 
	 	Address for Delivery of
	 
	 	Warrants and Warrant
	 
	 	Shares for Purchaser:






7




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 
	PURCHASER	 	 
	Kaia Investment Management LLC

	 	

	 

	 	

	Name of Purchaser

/s/ Oded Levy

	 	



	 

	 	

	Signature of Purchaser or by Authorized Person

executing for Purchaser

Printed Name: Oded Levy

	 	





	 

	 	

	Title: Managing Partner

	 	

	 

	 	

	Its:     

(Printed Name of Authorized Person and Title

	 	

Address for Notice:
	for Person executing for Purchaser)

	 	—
	Warrant Subscription Amount: $86,000

Warrants: 100,000

Warrant Exercise Amount: $265,000

Warrant Shares: 100,000

Total Amount to be Deposited into Escrow: $351,000

	 	







with a copy to:
	
 
	 	Address for Delivery

of Warrants and

Warrant Shares for

Purchaser:
	
 
	 	 






8




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Marea Master Fund Ltd.
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Aaron Chan
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Aaron Chan
	 	 	 	 
	 
	 	 	 	 
	Title: Director
—
	 	Address for Notice:
	Its:__________________________________________
	 	 	—	 
	(Printed Name of Authorized Person and Title
	 	444 Madison Avenue, Suite 32-02
	for Person executing for Purchaser)
	 	New York, NY  10022
	Warrant Subscription Amount: $1,290,000
Warrants: 1,500,000
Warrant Exercise Amount: $3,975,000
Warrant Shares: 1,500,000
Total Amount to be Deposited into Escrow: $5,265,000
	 	with a copy to:
	 
	 	Address for Delivery of
	 
	 	Warrants and Warrant Shares
	 
	 	for Purchaser:
	 
	 	Marea Capital Management LLC
	 
	 	444 Madison Avenue, Suite 32-02
	 
	 	New York, NY  10022






9




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	North Point Partners I, LLC
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Peter Imber
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Peter Imber
	 	 	 	 
	 
	 	 	 	 
	Title: Managing Member
—
	 	Address for Notice:
	Its:__________________________________________
	 	 	—	 
	(Printed Name of Authorized Person and Title
	 	767 3rd Avenue, 6th Floor
	for Person executing for Purchaser)
	 	New York, NY  10017
	Warrant Subscription Amount: $34,000
	 	with a copy to:
	Warrants: 40,000
	 	Athena Ruggiero
	Warrant Exercise Amount: $106,000
	 	Conifer Securities
	Warrant Shares: 40,000
	 	1 Ferry Bldg., Suite 255
	Total Amount to be Deposited into Escrow: $140,400
	 	San Francisco, CA  94111
	 
	 	Address for Delivery of Warrants and Warrant
	 
	 	Shares for Purchaser:
	 
	 	Same as address for Notice






10




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Cardinal Bear LLC
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Michael F. Baxter
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Michael F. Baxter
	 	 	 	 
	 
	 	 	 	 
	Title: Member
	 	Address for Notice:
	 
	 	 	 	 
	Its:__________________________________________
	 	11111 Santa Monica Blvd.
	(Printed Name of Authorized Person and Title
	 	Suite 1100
	for Person executing for Purchaser)
	 	Los Angeles, CA  90025
	Warrant Subscription Amount: $215,000
Warrants: 250,000
Warrant Exercise Amount: $662,500
Warrant Shares: 250,000
Total Amount to be Deposited into Escrow: $877,500
	 	with a copy to:
	 
	 	Address for Delivery of
	 
	 	Warrants and Warrant
	 
	 	Shares for Purchaser:
	 
	 	Dolly Sacher
	 
	 	Merrill Lynch
	 
	 	2049 Century Park East,
	 
	 	Suite 1100
	 
	 	Los Angeles, CA  90067






11




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Gerald Catenacci
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Debra Jennings
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Debra Jennings
	 	 	 	 
	 
	 	 	 	 
	Title: CFO & CCO
	 	Address for Notice:
	 
	 	 	 	 
	Its:__________________________________________
	 	Highway Partners, L.P.
	(Printed Name of Authorized Person and Title
	 	666 Fifth Avenue, 37th Floor
	for Person executing for Purchaser)
	 	New York, NY  10103
	Warrant Subscription Amount: $57,232
Warrants: 66,549
Warrant Exercise Amount: $176,355
Warrant Shares: 66,549
Total Amount to be Deposited into Escrow: $233,587
	 	with a copy to:
	 
	 	Address for Delivery of Warrants and
	 
	 	Warrant Shares for Purchaser:






12




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Gerald Catenacci
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Debra Jennings
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Debra Jennings
	 	 	 	 
	 
	 	 	 	 
	Title: CCO & CFO
	 	Address for Notice:
	 
	 	 	 	 
	Its:__________________________________________
	 	Thruway Partners, L.P.
	(Printed Name of Authorized Person and Title
	 	666 Fifth Avenue, 37th Floor
	for Person executing for Purchaser)
	 	New York, NY  10103
	Warrant Subscription Amount: $320,929
Warrants: 373,173
Warrant Exercise Amount: $988,909
Warrant Shares: 373,173
Total Amount to be Deposited into Escrow: $1,309,838
	 	with a copy to:
	 
	 	Address for Delivery of Warrants and
	 
	 	Warrant Shares for Purchaser:






13




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Gerald Catenacci
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Debra Jennings
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
	 	Address for Notice:
	executing for Purchaser
	 	 	—	 
	Printed Name: Debra Jennings
	 	Expressway Partners Master Fund,
	—
	 	Ltd.
	Title: CFO & CCO
	 	c/o Walkers SPV Limited
	—
	 	Walker House
	Its:__________________________________________
	 	87 Mary Street
	(Printed Name of Authorized Person and Title
	 	George Town
	for Person executing for Purchaser)
	 	Grand Cayman, KY1-9002 Cayman Islands
	Warrant Subscription Amount: $911,839
Warrants: 1,060,278
Warrant Exercise Amount: $2,809,736
Warrant Shares: 1,060,278
Total Amount to be Deposited into Escrow: $3,721,575
	 	with a copy to:
	 
	 	Address for Delivery of Warrants and
	 
	 	Warrant Shares for Purchaser:
	 
	 	Principled Asset Administration,
	 
	 	 	L.L.C.	 
	 
	 	666 Fifth Avenue, 37th Floor
	 
	 	New York, NY  10103






14




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	UBS O’Connor LLC f/b/o: O’Connor Pipes Corporate
Strategies Master Limited
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Jeffrey F. Putman
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Jeffrey F. Putman
	 	Address for Notice:
	 
	 	 	 	 
	Title: Executive Director
	 	c/o UBS O’Connor LLC
	—
	 	One North Wacker Drive
	Its:__________________________________________
	 	32nd Floor
	(Printed Name of Authorized Person and Title
	 	Chicago, IL  60606
	for Person executing for Purchaser)
	 	Attn:  Rob Murray
	Warrant Subscription Amount: $258,000
Warrants: 300,000
Warrant Exercise Amount: $795,000
Warrant Shares: 300,000
Total Amount to be Deposited into Escrow: $1,053,000
	 	with a copy to:
	 
	 	Address for Delivery
	 
	 	of Warrants and
	 
	 	Warrant Shares for
	 
	 	Purchaser:
	 
	 	Same as above.






15




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 
	PURCHASER	 	 
	Todd Binden

	 	

	 

	 	

	Name of Purchaser

/s/ Todd Binden

	 	



	 

	 	

	Signature of Purchaser or by Authorized Person

executing for Purchaser

Printed Name:

	 	





	Title:

	 	

	Its:     

(Printed Name of Authorized Person and Title

	 	

Address for Notice:
	for Person executing for Purchaser)

	 	—
	Warrant Subscription Amount: $172,000

Warrants: 200,000

Warrant Exercise Amount: $530,000

Warrant Shares: 200,000

Total Amount to be Deposited into Escrow: $702,000

	 	







with a copy to:
	
 
	 	Address for Delivery

of Warrants and

Warrant Shares for

Purchaser:
	
 
	 	 






16




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Asgard Partners LP
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Ron Silverton
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Ron Silverton
	 	Address for Notice:
	 
	 	 	 	 
	Title: Managing Member
	 	Asgard Investment Advisors LLC
	—
	 	11150 Santa Monica Blvd.
	Its:__________________________________________
	 	Suite 888
	(Printed Name of Authorized Person and Title
	 	Los Angeles, CA  90025
	for Person executing for Purchaser)
	 	Attn:  Ron Silverton
	Warrant Subscription Amount: $245,100
Warrants: 285,000
Warrant Exercise Amount: $755,250
Warrant Shares: 285,000
Total Amount to be Deposited into Escrow: $1,000,350
	 	with a copy to:
	 
	 	Address for Delivery of
	 
	 	Warrants and Warrant Shares
	 
	 	for Purchaser:






17




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Buckland Partners Focus Fund LP
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ James A. Shifren
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: James A. Shifren
	 	 	 	 
	 
	 	 	 	 
	Title: Principal
—
	 	Address for Notice:
	Its: Member of General Partner
	 	 	—	 
	—
	 	9 Old Kings Hwy. So.
	(Printed Name of Authorized Person and Title
	 	Suite 300
	for Person executing for Purchaser)
	 	Darien, CT  06820
	Warrant Subscription Amount: $43,000
Warrants: 50,000
Warrant Exercise Amount: $132,500
Warrant Shares: 50,000
Total Amount to be Deposited into Escrow: $175,500
	 	with a copy to:
	 
	 	Address for Delivery
	 
	 	of Warrants and
	 
	 	Warrant Shares for
	 
	 	Purchaser:






18




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	The Canyon Value Realization Fund (Cayman), Ltd.
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Joshua S. Friedman
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Joshua S. Friedman
	 	 	 	 
	 
	 	 	 	 
	Title: Managing Partner of Canyon Capital Advisors
LLC
—
	 	Address for Notice:
	Its: Investment Advisor
	 	 	—	 
	—
	 	c/o Canyon Capital Advisors LLC
	(Printed Name of Authorized Person and Title
	 	9665 Wilshire Blvd., Suite 200
	for Person executing for Purchaser)
	 	Beverly Hills, CA  90212
	Warrant Subscription Amount: $2,408,000
Warrants: 2,800,000
Warrant Exercise Amount: $7,420,000
Warrant Shares: 2,800,000
	 	with a copy to:
	Total Amount to be Deposited into Escrow: $9,828,000
	 	 	N/A	 
	 
	 	Address for Delivery of
	 
	 	Warrants and Warrant Shares
	 
	 	for Purchaser:
	 
	 	Marietta Levy-Green
	 
	 	City National Bank
	 
	 	555 South Flower Street,
	 
	 	12th Floor
	 
	 	Los Angeles, CA  90071






19




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Canyon Value Realization MAC 18 Ltd.
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Joshua S. Friedman
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Joshua S. Friedman
	 	 	 	 
	 
	 	 	 	 
	Title: Managing Partner of Canyon Capital
Advisors LLC
—
	 	Address for Notice:
	Its: Investment Advisor
	 	 	—	 
	—
	 	c/o Canyon Capital Advisors LLC
	(Printed Name of Authorized Person and Title
	 	9665 Wilshire Blvd., Suite 200
	for Person executing for Purchaser)
	 	Beverly Hills, CA  90212
	Warrant Subscription Amount: $172,000
Warrants: 200,000
Warrant Exercise Amount: $530,000
Warrant Shares: 200,000
	 	with a copy to:
	Total Amount to be Deposited into Escrow: $702,000
	 	 	N/A	 
	 
	 	Address for Delivery of
	 
	 	Warrants and Warrant Shares
	 
	 	for Purchaser:
	 
	 	Marietta Levy-Green
	 
	 	City National Bank
	 
	 	555 South Flower Street,
	 
	 	12th Floor
	 
	 	Los Angeles, CA  90071






20




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Canyon Value Realization Fund, L.P.
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Joshua S. Friedman
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Joshua S. Friedman
	 	 	 	 
	 
	 	 	 	 
	Title: Managing Partner of Canyon Capital Advisors
LLC
—
	 	Address for Notice:
	Its: Investment Advisor
	 	 	—	 
	—
	 	c/o Canyon Capital Advisors LLC
	(Printed Name of Authorized Person and Title
	 	9665 Wilshire Blvd., Suite 200
	for Person executing for Purchaser)
	 	Beverly Hills, CA  90212
	Warrant Subscription Amount: $860,000
Warrants: 1,000,000
Warrant Exercise Amount: $2,650,000
Warrant Shares: 1,000,000
	 	with a copy to:
	Total Amount to be Deposited into Escrow: $3,510,000
	 	 	N/A	 
	 
	 	Address for Delivery of
	 
	 	Warrants and Warrant Shares
	 
	 	for Purchaser:
	 
	 	Marietta Levy-Green
	 
	 	City National Bank
	 
	 	555 South Flower Street,
	 
	 	12th Floor
	 
	 	Los Angeles, CA  90071






21




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 
	PURCHASER	 	 
	Chesapeake Partners Limited Partnership

	 	

	 

	 	

	Name of Purchaser

/s/ Mark Lerner

	 	



	 

	 	

	Signature of Purchaser or by Authorized Person

executing for Purchaser

Printed Name: Mark Lerner

	 	





	 

	 	

	Title: Member, CP Management LLC

	 	

	 

	 	

	Its:

	 	

	(Printed Name of Authorized Person and Title for

	 	Address for Notice:
	Person executing for Purchaser)

	 	—
	Warrant Subscription Amount: $860,000

Warrants: 1,000,000

Warrant Exercise Amount: $2,650,000

Warrant Shares: 1,000,000

Total Amount to be Deposited into Escrow: $3,510,000

	 	







with a copy to:
	
 
	 	Address for Delivery

of Warrants and

Warrant Shares for

Purchaser:
	
 
	 	 






22




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 
	PURCHASER	 	 
	Chesapeake Partners International Ltd.

	 	

	 

	 	

	Name of Purchaser

/s/ Mark Lerner

	 	



	 

	 	

	Signature of Purchaser or by Authorized Person

executing for Purchaser

Printed Name: Mark Lerner

	 	





	 

	 	

	Title: Member, CP Management LLC

	 	

	 

	 	

	Its:

	 	

	(Printed Name of Authorized Person and Title for

	 	Address for Notice:
	Person executing for Purchaser)

	 	—
	Warrant Subscription Amount: $860,000

Warrants: 1,000,000

Warrant Exercise Amount: $2,650,000

Warrant Shares: 1,000,000

Total Amount to be Deposited into Escrow: $3,510,000

	 	







with a copy to:
	
 
	 	Address for Delivery

of Warrants and

Warrant Shares for

Purchaser:
	
 
	 	 






23




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Del Rey Management, L.P.
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Gregory A. Bied
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Gregory A. Bied
	 	 	 	 
	 
	 	 	 	 
	Title: Managing Partner
	 	Address for Notice:
	 
	 	 	 	 
	Its:
	 	877 West Main Street
	(Printed Name of Authorized Person and Title
	 	Suite 600
	for Person executing for Purchaser)
	 	Boise, ID  83702
	Warrant Subscription Amount: $172,000
Warrants: 200,000
Warrant Exercise Amount: $530,000
Warrant Shares: 200,000
Total Amount to be Deposited into Escrow: $702,000
	 	with a copy to:
	 
	 	Address for Delivery
	 
	 	of Warrants and
	 
	 	Warrant Shares for
	 
	 	Purchaser:
	 
	 	877 West Main Street
	 
	 	Suite 600
	 
	 	Boise, ID  83702






24




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Bear Stearns Sec Corp., fbo J. Steven Emerson Roth
IRA
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ J. Steven Emerson
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: J. Steven Emerson
	 	 	 	 
	 
	 	 	 	 
	Title: Prof. Investor
	 	 	 	 
	 
	 	 	 	 
	Its: Sole Beneficiary, self dir IRA
	 	Address for Notice:
	 
	 	 	 	 
	(Printed Name of Authorized Person and Title
	 	1552 Ensley Ave.
	for Person executing for Purchaser)
	 	Los Angeles, CA  90024
	Warrant Subscription Amount: $129,000
Warrants: 150,000
Warrant Exercise Amount: $397,500
Warrant Shares: 150,000
Total Amount to be Deposited into Escrow: $526,500
	 	with a copy to:
	 
	 	Address for Delivery of
	 
	 	Warrants and Warrant
	 
	 	Shares for Purchaser:






25




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Bear Stearns Sec Corp., fbo
J. Steven Emerson Roth IRA R/O II
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ J. Steven Emerson
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: J. Steven Emerson
	 	 	 	 
	 
	 	 	 	 
	Title: Prof. Investor
	 	 	 	 
	 
	 	 	 	 
	Its: Sole Beneficiary, self dir IRA
	 	Address for Notice:
	 
	 	 	 	 
	(Printed Name of Authorized Person and Title
	 	1552 Ensley Ave.
	for Person executing for Purchaser)
	 	Los Angeles, CA  90024
	Warrant Subscription Amount: $215,000
Warrants: 250,000
Warrant Exercise Amount: $662,500
Warrant Shares: 250,000
Total Amount to be Deposited into Escrow: $877,500
	 	with a copy to:
	 
	 	Address for Delivery of
	 
	 	Warrants and Warrant
	 
	 	Shares for Purchaser:






26




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 
	PURCHASER	 	 
	Enable Growth Partners LP

	 	

	 

	 	

	Name of Purchaser

/s/ Brendan O’Neil

	 	



	 

	 	

	Signature of Purchaser or by Authorized Person

executing for Purchaser

Printed Name: Brenda O’Neil

	 	





	 

	 	

	Title: Principal and Portfolio Manager

	 	Address for Notice:
	 

	 	 
	Its:

(Printed Name of Authorized Person and Title for

Person executing for Purchaser)

	 	One Ferry Building

Suite 255

San Francisco, CA
	Warrant Subscription Amount: $245,100

Warrants: 285,000

Warrant Exercise Amount: $755,250

Warrant Shares: 285,000

Total Amount to be Deposited into Escrow: $1,000,350

	 	







with a copy to:
	
 
	 	Address for Delivery

of Warrants and

Warrant Shares for

Purchaser:
	
 
	 	 






27




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Alan Weichselbaum — Gimmel Partners
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Alan Weichselbaum
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Alan Weichselbaum
	 	 	 	 
	 
	 	 	 	 
	Title: Managing Member
—
	 	Address for Notice:
	Its:
	 	 	—	 
	(Printed Name of Authorized Person and Title
	 	767 3rd Avenue, 6th Floor
	for Person executing for Purchaser)
	 	New York, NY  10017
	Warrant Subscription Amount: $86,000
Warrants: 100,000
Warrant Exercise Amount: $265,000
Warrant Shares: 100,000
Total Amount to be Deposited into Escrow: $351,000
	 	with a copy to:
	 
	 	Address for Delivery of Warrants and Warrant
	 
	 	Shares for Purchaser:
	 
	 	767 3rd Avenue, 6th Floor
	 
	 	New York, NY  10017






28




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Strata Capital Management
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Steve Bardack
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Steve Bardack
	 	 	 	 
	 
	 	 	 	 
	Title: President
	 	Address for Notice:
	 
	 	 	 	 
	Its:
	 	9665 Wilshire Blvd.
	(Printed Name of Authorized Person and Title
	 	Suite 505
	for Person executing for Purchaser)
	 	Beverly Hills, CA  90212
	Warrant Subscription Amount: $2,713,300
Warrants: 3,155,000
Warrant Exercise Amount: $8,360,750
Warrant Shares: 3,155,000
Total Amount to be Deposited into Escrow: $11,074,050
	 	with a copy to:
	 
	 	Address for Delivery of
	 
	 	Warrants and Warrant
	 
	 	Shares for Purchaser:






29




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Karnak Partners
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Bernard Selz
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Bernard Selz
	 	 	 	 
	 
	 	 	 	 
	Title: Managing Member, Luxor LLC
	 	Address for Notice:
	 
	 	 	 	 
	Its: General Partner
	 	c/o Selz Capital, LLC
	—
	 	600 Fifth Avenue
	(Printed Name of Authorized Person and Title
	 	25th Floor
	for Person executing for Purchaser)
	 	New York, NY  10020-2309
	Warrant Subscription Amount: $60,200
Warrants: 70,000
Warrant Exercise Amount: $185,500
Warrant Shares: 70,000
Total Amount to be Deposited into Escrow: $245,700
	 	with a copy to:
	 
	 	Address for Delivery of
	 
	 	Warrants and Warrant
	 
	 	Shares for Purchaser:
	 
	 	c/o Selz Capital, LLC
	 
	 	600 Fifth Avenue
	 
	 	25th Floor
	 
	 	New York, NY  10020-2309






30




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Ermitage Selz Fund Limited
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Bernard Selz
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Bernard Selz
	 	 	 	 
	 
	 	 	 	 
	Title: Managing Member, Selz Capital LLC
	 	Address for Notice:
	 
	 	 	 	 
	Its: Investment Adviser
	 	c/o Selz Capital, LLC
	—
	 	600 Fifth Avenue
	(Printed Name of Authorized Person and Title
	 	25th Floor
	for Person executing for Purchaser)
	 	New York, NY  10020-2309
	Warrant Subscription Amount: $94,600
Warrants: 110,000
Warrant Exercise Amount: $291,500
Warrant Shares: 110,000
Total Amount to be Deposited into Escrow: $386,100
	 	with a copy to:
	 
	 	Address for Delivery of
	 
	 	Warrants and Warrant
	 
	 	Shares for Purchaser:
	 
	 	c/o Selz Capital, LLC
	 
	 	600 Fifth Avenue
	 
	 	25th Floor
	 
	 	New York, NY  10020-2309






31




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	GAM Selection Hedge Investments Inc.
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Bernard Selz
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Bernard Selz
	 	 	 	 
	 
	 	 	 	 
	Title: Managing Member, Selz Capital LLC
	 	Address for Notice:
	 
	 	 	 	 
	Its: Investment Adviser
	 	c/o Selz Capital, LLC
	—
	 	600 Fifth Avenue
	(Printed Name of Authorized Person and Title
	 	25th Floor
	for Person executing for Purchaser)
	 	New York, NY  10020-2309
	Warrant Subscription Amount: $146,200
Warrants: 170,000
Warrant Exercise Amount: $450,500
Warrant Shares: 170,000
Total Amount to be Deposited into Escrow: $596,700
	 	with a copy to:
	 
	 	Address for Delivery of
	 
	 	Warrants and Warrant
	 
	 	Shares for Purchaser:
	 
	 	c/o Selz Capital, LLC
	 
	 	600 Fifth Avenue
	 
	 	25th Floor
	 
	 	New York, NY  10020-2309






32




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Kirsch-Cassis PSP
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Bernard Selz
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Bernard Selz
—
	 	Address for Notice:
	Title:
	 	 	—	 
	Its: Trustee
	 	c/o Selz Capital, LLC
	—
	 	600 Fifth Avenue
	(Printed Name of Authorized Person and Title
	 	25th Floor
	for Person executing for Purchaser)
	 	New York, NY  10020-2309
	Warrant Subscription Amount: $172,000
Warrants: 200,000
Warrant Exercise Amount: $530,000
Warrant Shares: 200,000
Total Amount to be Deposited into Escrow: $702,000
	 	with a copy to:
	 
	 	Address for Delivery of
	 
	 	Warrants and Warrant
	 
	 	Shares for Purchaser:
	 
	 	c/o Selz Capital, LLC
	 
	 	600 Fifth Avenue
	 
	 	25th Floor
	 
	 	New York, NY  10020-2309






33




IN WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.



	 	 	 	 	 
	PURCHASER	 	 	 	 
	Selz Foundation
	 	 	 	 
	 
	 	 	 	 
	Name of Purchaser
/s/ Bernard Selz
	 	 	 	 
	 
	 	 	 	 
	Signature of Purchaser or by Authorized Person
executing for Purchaser
Printed Name: Bernard Selz
—
	 	Address for Notice:
	Title: President
	 	 	—	 
	—
	 	c/o Selz Capital, LLC
	Its:
	 	600 Fifth Avenue
	(Printed Name of Authorized Person and Title
	 	25th Floor
	for Person executing for Purchaser)
	 	New York, NY  10020-2309
	Warrant Subscription Amount: $129,000
Warrants: 150,000
Warrant Exercise Amount: $397,500
Warrant Shares: 150,000
Total Amount to be Deposited into Escrow: $526,500
	 	with a copy to:
	 
	 	Address for Delivery of
	 
	 	Warrants and Warrant
	 
	 	Shares for Purchaser:
	 
	 	c/o Selz Capital, LLC
	 
	 	600 Fifth Avenue
	 
	 	25th Floor
	 
	 	New York, NY  10020-2309






34




Exhibit A




Form of Escrow Agreement





35






Exhibit B




Form of Registration Rights Agreement





36






Exhibit C




Form of Warrant





37






Exhibit D




Form of Legal Opinion of Company Counsel





38






Exhibit E




Form of Secretary’s Certificate





39