NOTES AND SHARES.
SUBJECT TO THE SATISFACTION (OR WAIVER) OF THE CONDITIONS SET FORTH IN SECTIONS
7 AND 8 BELOW, THE COMPANY SHALL ISSUE AND SELL TO EACH BUYER AND EACH BUYER
SEVERALLY AGREES TO PURCHASE FROM THE COMPANY THE NOTES. ON THE CLOSING DATE,
EACH BUYER SHALL PURCHASE (A) NOTES IN THE RESPECTIVE PRINCIPAL AMOUNTS SET
FORTH OPPOSITE SUCH BUYER'S NAME ON THE SCHEDULE OF BUYERS, WHICH NOTES SHALL BE
ISSUED TO THE BUYERS ON THE CLOSING DATE; AND (B) THE NUMBER OF SHARES NEXT TO
SUCH BUYER'S NAME ON THE SCHEDULE OF BUYERS, WHICH SHALL BE ISSUED TO SUCH BUYER
ON THE CLOSING DATE.
THE PURCHASE PRICE (THE "PURCHASE PRICE") FOR THE NOTES
AND THE RELATED SHARES PURCHASED BY EACH BUYER SHALL BE AS SET FORTH OPPOSITE
SUCH BUYER'S NAME ON THE SCHEDULE OF BUYERS (REPRESENTING AN AGGREGATE PURCHASE
PRICE OF $2,000,000 FOR THE NOTES AND SHARES TO BE PURCHASED BY THE BUYERS AT
THE CLOSING).
B.
CLOSING DATE.
THE DATE AND TIME OF THE
CLOSING (THE "CLOSING") SHALL BE 10:00 A.M., NEW YORK CITY TIME, ON THE DATE
THAT IS ONE (1) DAY AFTER THE SATISFACTION (OR WAIVER) OF ALL OF THE CONDITIONS
TO THE CLOSING SET FORTH IN SECTIONS 7 AND 8 (OR SUCH LATER OR EARLIER DATE AS
IS MUTUALLY AGREED TO BY THE COMPANY AND THE BUYERS) (THE "CLOSING DATE").
THE
CLOSING SHALL OCCUR AT THE OFFICES OF AKERMAN SENTERFITT, ONE SOUTHEAST THIRD
AVENUE, 25TH FLOOR, MIAMI, FL 33131, OR AT SUCH OTHER PLACE AS THE COMPANY AND
BUYERS MAY COLLECTIVELY DESIGNATE IN WRITING.
For purposes of this Agreement, each Buyer's "Allocation Percentage" shall be
with respect to all Notes purchased pursuant to this Agreement, the quotient of
(a) the total original aggregate principal amount of all Notes purchased by such
Buyer pursuant to this Agreement, divided by (b) the total original aggregate
principal amount of all Notes purchased pursuant to this Agreement.
C.
FORM OF PAYMENT AND DELIVERY OF
SHARES.
ON THE CLOSING DATE, (I) EACH BUYER SHALL PAY TO THE COMPANY AN AMOUNT
EQUAL TO THE PRINCIPAL AMOUNT OF THE NOTES SUCH BUYER IS TO PURCHASE AS OF THE
CLOSING DATE, BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS IN ACCORDANCE WITH
THE COMPANY'S WRITTEN WIRE INSTRUCTIONS (LESS ANY AMOUNT DEDUCTED AND PAID IN
ACCORDANCE WITH SECTION 4(H)), AND (II) THE COMPANY SHALL DELIVER (OR CAUSE ITS
TRANSFER AGENT TO DELIVER) TO EACH BUYER (I) A NOTE (OR NOTES IN THE PRINCIPAL
AMOUNTS AS SUCH BUYER SHALL REQUEST) REPRESENTING THE ORIGINAL PRINCIPAL AMOUNT
OF THE NOTES THAT SUCH BUYER IS PURCHASING HEREUNDER ON THE CLOSING DATE, AND
(II) SHARE CERTIFICATES FOR THE SHARES TO BE ISSUED TO SUCH BUYER ON THE CLOSING
DATE AS PROVIDED ON THE SCHEDULE OF BUYERS, IN EACH CASE DULY EXECUTED ON BEHALF
OF THE COMPANY AND REGISTERED IN THE NAME OF SUCH BUYER OR ITS DESIGNEE.
D.
FRACTIONAL SHARES.
NO FRACTIONAL SHARES
OF COMMON STOCK ARE TO BE ISSUED PURSUANT TO THIS SECTION 1, BUT RATHER THE
NUMBER