attached hereto as Exhibit E (the "Registration Rights Agreement"), pursuant to
which the Company has agreed to provide certain registration rights with respect
to the Conversion Shares, the Warrant Shares and the Interest Shares under the
1933 Act and the rules and regulations promulgated thereunder, and applicable
state securities laws; and
G.
The Notes, the Conversion Shares, the Interest Shares, the Warrants and the
Warrant Shares collectively are referred to herein as the "Securities".
NOW, THEREFORE, the Company and each Buyer hereby agree as follows:
1.
PURCHASE AND SALE OF NOTES AND WARRANTS.
(A)
PURCHASE OF NOTES AND WARRANTS.
(I)
NOTES AND WARRANTS.
SUBJECT TO THE SATISFACTION (OR WAIVER) OF
THE CONDITIONS SET FORTH IN SECTIONS 6(A) AND 7(A) BELOW, THE COMPANY SHALL
ISSUE AND SELL TO EACH BUYER, AND EACH BUYER SEVERALLY, BUT NOT JOINTLY, AGREES
TO PURCHASE FROM THE COMPANY ON THE CLOSING DATE (AS DEFINED BELOW), A PRINCIPAL
AMOUNT OF NOTES, AS IS 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
AS IS SET FORTH OPPOSITE SUCH BUYER'S NAME IN COLUMN (4) ON THE SCHEDULE OF
BUYERS.
(II)
CLOSING.
THE CLOSING (THE "CLOSING") OF THE PURCHASE OF THE
NOTES AND THE WARRANTS BY THE BUYERS SHALL OCCUR AT THE OFFICES OF SCHULTE ROTH
& ZABEL LLP, 919 THIRD AVENUE, NEW YORK, NEW YORK 10022.
THE DATE AND TIME OF
THE CLOSING (THE "CLOSING DATE") SHALL BE 10:00 A.M., NEW YORK CITY TIME, ON THE
DATE HEREOF, SUBJECT TO 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).
(III)
PURCHASE PRICE.
THE PURCHASE PRICE FOR EACH BUYER (THE "PURCHASE
PRICE") OF THE NOTES AND RELATED WARRANTS TO BE PURCHASED BY EACH SUCH BUYER AT
THE CLOSING SHALL BE EQUAL TO $1.00 FOR EACH $1.00 OF PRINCIPAL AMOUNT OF NOTES
BEING PURCHASED BY SUCH BUYER AT THE CLOSING.
(B)
FORM OF PAYMENT.
ON THE CLOSING DATE, (I) EACH BUYER SHALL PAY ITS
AGGREGATE 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 THE NOTES (IN THE PRINCIPAL AMOUNTS
AS SUCH BUYER SHALL HAVE REQUESTED PRIOR TO THE CLOSING) WHICH SUCH BUYER IS
THEN PURCHASING ALONG WITH THE WARRANTS (IN THE AMOUNTS AS SUCH BUYER SHALL HAVE
REQUESTED PRIOR TO THE CLOSING) SUCH BUYER IS PURCHASING, 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 CONVERSION OF