A.M., NEW YORK CITY TIME, ON THE DATE HEREOF (OR SUCH LATER DATE
AS IS MUTUALLY AGREED TO BY THE COMPANY AND EACH BUYER) AFTER 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 NOTES AND
THE WARRANTS TO BE PURCHASED BY EACH BUYER AT THE CLOSING (THE "PURCHASE PRICE")
SHALL BE THE AMOUNT SET FORTH OPPOSITE SUCH BUYER'S NAME IN COLUMN (5) OF THE
SCHEDULE OF BUYERS.
EACH BUYER SHALL PAY $1.00 FOR EACH $1.00 OF PRINCIPAL
AMOUNT OF NOTES AND RELATED WARRANTS TO BE PURCHASED BY SUCH BUYER AT THE
CLOSING.
(B)
FORM OF PAYMENT.
ON THE CLOSING DATE, (I) EACH BUYER SHALL PAY
ITS PURCHASE PRICE TO THE COMPANY FOR THE NOTES AND THE 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 AND (II) THE
COMPANY SHALL DELIVER TO EACH BUYER (A) THE NOTES (IN THE PRINCIPAL AMOUNTS AS
SUCH BUYER SHALL REQUEST) WHICH SUCH BUYER IS THEN PURCHASING AND (B) THE
WARRANTS (IN THE AMOUNTS AS SUCH BUYER SHALL REQUEST) WHICH SUCH BUYER IS
PURCHASING, IN EACH CASE DULY EXECUTED ON BEHALF OF THE COMPANY AND REGISTERED
IN THE NAME OF SUCH BUYER OR ITS DESIGNEE.
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
NOTES AND THE WARRANTS AND (II) UPON EXERCISE OF THE WARRANTS (OTHER THAN
PURSUANT TO A CASHLESS EXERCISE (AS DEFINED IN THE WARRANTS)) WILL ACQUIRE 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 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.
SUCH BUYER IS AN "ACCREDITED
INVESTOR" AS THAT TERM IS DEFINED IN RULE 501(A) OF REGULATION D.
2
(C)
RELIANCE ON EXEMPTIONS.
SUCH BUYER UNDERSTANDS THAT THE
SECURITIES ARE BEING OFFERED AND SOLD TO IT IN RELIANCE ON SPECIFIC EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL AND STATE SECURITIES
LAWS AND THAT THE COMPANY IS RELYING IN PART UPON THE TRUTH AND ACCURACY