NUMBER OF PREFERRED SHARES SET FORTH OPPOSITE
SUCH BUYER'S NAME IN COLUMN (3) ON THE SCHEDULE OF BUYERS, ALONG WITH WARRANTS
TO ACQUIRE THAT NUMBER OF WARRANT SHARES SET FORTH OPPOSITE SUCH BUYER'S NAME IN
COLUMN (4) ON THE SCHEDULE OF BUYERS (THE "CLOSING").
(II)
CLOSING.
THE CLOSING SHALL OCCUR ON THE
CLOSING DATE AT THE OFFICES OF SCHULTE ROTH & ZABEL LLP, 919 THIRD AVENUE, NEW
YORK, NEW YORK 10022.
(III)
PURCHASE PRICE.
THE PURCHASE PRICE FOR EACH
BUYER (THE "PURCHASE PRICE") OF THE PREFERRED SHARES AND RELATED WARRANTS TO BE
PURCHASED BY EACH SUCH BUYER AT THE CLOSING SHALL BE EQUAL TO $100 FOR EACH
PREFERRED SHARE AND RELATED WARRANTS BEING PURCHASED BY SUCH BUYER AT THE
CLOSING.
(B)
CLOSING DATE.
THE DATE AND TIME OF THE
CLOSING (THE "CLOSING DATE") SHALL BE NOON, NEW YORK CITY TIME, ON THE DATE
HEREOF AFTER NOTIFICATION OF SATISFACTION (OR WAIVER) OF THE CONDITIONS TO THE
CLOSING SET FORTH IN SECTIONS 6(A) AND 7(A) BELOW (OR SUCH LATER DATE AS IS
MUTUALLY AGREED TO BY THE COMPANY AND EACH BUYER).
(C)
FORM OF PAYMENT.
ON THE CLOSING DATE, (A)
EACH BUYER SHALL PAY THE PURCHASE PRICE TO THE COMPANY FOR THE PREFERRED SHARES
AND WARRANTS TO BE ISSUED AND SOLD TO SUCH BUYER AT THE CLOSING, BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS IN ACCORDANCE WITH THE COMPANY'S WRITTEN
WIRE INSTRUCTIONS, LESS ANY AMOUNT WITHHELD AT THE CLOSING FOR EXPENSES PURSUANT
TO SECTION 4(G), AND (B) THE COMPANY SHALL DELIVER TO EACH BUYER STOCK
CERTIFICATES (THE "PREFERRED STOCK CERTIFICATES") REPRESENTING SUCH NUMBER OF
THE PREFERRED SHARES WHICH SUCH BUYER IS THEN PURCHASING HEREUNDER ALONG WITH
THE WARRANTS (IN THE AMOUNTS AS SUCH BUYER SHALL REQUEST) SUCH BUYER IS
PURCHASING, DULY EXECUTED ON BEHALF OF THE COMPANY AND REGISTERED IN THE NAME OF
SUCH BUYER.
2.
BUYER'S REPRESENTATIONS AND WARRANTIES.
Each Buyer represents and warrants with respect to only itself that:
(A)
NO PUBLIC SALE OR DISTRIBUTION.
SUCH BUYER
IS (I) ACQUIRING THE PREFERRED SHARES AND THE WARRANTS AND (II) UPON CONVERSION
OF THE PREFERRED SHARES AND EXERCISE OF THE WARRANTS WILL ACQUIRE THE CONVERSION
SHARES ISSUABLE UPON CONVERSION OF THE PREFERRED SHARES AND THE WARRANT SHARES
ISSUABLE UPON EXERCISE OF THE WARRANTS, FOR ITS OWN ACCOUNT AND NOT WITH A VIEW
TOWARDS, OR FOR RESALE IN CONNECTION WITH, THE PUBLIC SALE OR DISTRIBUTION
THEREOF, EXCEPT PURSUANT TO SALES REGISTERED OR EXEMPTED UNDER THE 1933 ACT;
PROVIDED, HOWEVER, THAT BY
2
MAKING THE REPRESENTATIONS HEREIN, SUCH BUYER DOES NOT AGREE TO HOLD ANY OF THE
SECURITIES FOR ANY MINIMUM OR OTHER SPECIFIC TERM AND RESERVES THE RIGHT TO
DISPOSE OF THE SECURITIES AT ANY TIME IN ACCORDANCE WITH OR PURSUANT TO A
REGISTRATION STATEMENT OR AN EXEMPTION UNDER THE 1933 ACT.
(B)
ACCREDITED INVESTOR STATUS.
SUCH BUYER IS
AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED IN RULE 501(A) OF REGULATION D.
(C)
RELIANCE ON EXEMPTIONS.
SUCH BUYER
UNDERSTANDS THAT THE SECURITIES ARE BEING OFFERED AND SOLD TO IT IN RELIANCE