NOTIFICATION OF
SATISFACTION (OR WAIVER) OF THE CONDITIONS TO THE CLOSING SET FORTH IN SECTIONS
6 AND 7 BELOW AT THE OFFICES OF SCHULTE ROTH & ZABEL LLP, 919 THIRD AVENUE, NEW
YORK, NEW YORK 10022.
(III)
PURCHASE PRICE.
THE AGGREGATE PURCHASE PRICE FOR THE COMMON
SHARES AND THE WARRANTS TO BE PURCHASED BY EACH SUCH BUYER AT THE CLOSING (THE
"PURCHASE PRICE") SHALL BE THE AMOUNT SET FORTH OPPOSITE EACH BUYER'S NAME IN
COLUMN (5) OF THE SCHEDULE OF BUYERS.
(B)
FORM OF PAYMENT.
ON THE CLOSING DATE, (I) EACH BUYER SHALL PAY
ITS PURCHASE PRICE TO THE COMPANY FOR THE COMMON SHARES AND THE WARRANTS TO BE
ISSUED AND SOLD TO SUCH BUYER AT THE CLOSING (LESS, (X) IN THE CASE OF
CASTLERIGG, THE AMOUNTS WITHHELD PURSUANT TO SECTION 4(G)), BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS IN ACCORDANCE WITH THE COMPANY'S WRITTEN WIRE
INSTRUCTIONS AND (II) THE COMPANY SHALL DELIVER TO EACH BUYER ONE OR MORE STOCK
CERTIFICATES, FREE AND CLEAR OF ALL RESTRICTIVE AND OTHER LEGENDS (EXCEPT AS
EXPRESSLY PROVIDED IN SECTION 2(G) HEREOF), EVIDENCING THE NUMBER OF COMMON
SHARES SUCH BUYER IS PURCHASING AS IS SET FORTH OPPOSITE SUCH BUYER'S NAME IN
COLUMN (3) ON THE SCHEDULE OF BUYERS ALONG WITH THE WARRANTS (ALLOCATED IN THE
AMOUNTS AS SUCH BUYER SHALL REQUEST) TO ACQUIRE UP TO AN AGGREGATE NUMBER OF
WARRANT SHARES AS IS SET FORTH OPPOSITE SUCH BUYER'S NAME IN COLUMN (4) ON THE
SCHEDULE OF BUYERS, IN EACH CASE 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 to the Company with respect to only itself
that:
(A)
NO PUBLIC SALE OR DISTRIBUTION.
SUCH BUYER IS (I) ACQUIRING THE
COMMON SHARES AND THE WARRANTS AND (II) UPON EXERCISE OF THE WARRANTS WILL
ACQUIRE THE WARRANT SHARES ISSUABLE UPON EXERCISE OF THE WARRANTS, FOR
INVESTMENT PURPOSES, AS PRINCIPAL 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 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.
SUCH BUYER IS ACQUIRING THE SECURITIES HEREUNDER IN THE ORDINARY COURSE OF
ITS BUSINESS.
SUCH BUYER DOES NOT PRESENTLY HAVE ANY AGREEMENT OR
UNDERSTANDING, DIRECTLY OR INDIRECTLY, WITH ANY PERSON TO DISTRIBUTE ANY OF THE
SECURITIES.
(B)
ACCREDITED INVESTOR STATUS.
AT THE TIME SUCH BUYER WAS OFFERED
THE SECURITIES, IT WAS, AND AT THE DATE HEREOF IT IS, AND ON EACH DATE ON WHICH
IT EXERCISES WARRANTS IT
2
WILL BE, AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE 1933 ACT.
SUCH BUYER IS NOT A REGISTERED BROKER-DEALER UNDER SECTION