PURCHASE FROM THE COMPANY, UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET
FORTH HEREIN, (I) THE NUMBER OF SHARES DESCRIBED IN PARAGRAPH 3 OF THE
SECURITIES PURCHASE AGREEMENT TO WHICH THIS ANNEX I IS ATTACHED (COLLECTIVELY
WITH THIS ANNEX I AND THE OTHER EXHIBITS ATTACHED HERETO, THIS "AGREEMENT") AT
THE SHARE PURCHASE PRICE SPECIFIED IN THE AGREEMENT (WHICH PRICE SHALL BE THE
CONSOLIDATED CLOSING BID PRICE OF THE COMMON STOCK AS REPORTED ON THE NASDAQ
GLOBAL MARKET IMMEDIATELY PRIOR TO THE EXECUTION OF THIS AGREEMENT), AND
(II) WARRANTS, IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT E, TO
ACQUIRE UP TO THAT NUMBER OF ADDITIONAL SHARES OF COMMON STOCK SET FORTH IN
PARAGRAPH 3 OF THE SECURITIES PURCHASE AGREEMENT TO WHICH THIS ANNEX I IS
ATTACHED AT THE WARRANT PURCHASE PRICE (THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF OR OTHERWISE PURSUANT TO THE WARRANTS ISSUED TO THE INVESTORS,
COLLECTIVELY, THE "WARRANT SHARES").
THE SHARES AND WARRANTS ARE SOMETIMES
REFERRED TO HEREIN COLLECTIVELY AS THE "SECURITIES."
1.2
OTHER INVESTORS.
AS PART OF THE OFFERING, THE
COMPANY PROPOSES TO ENTER INTO SECURITIES PURCHASE AGREEMENTS IN THE SAME FORM,
AND ON THE SAME TERMS AND CONDITIONS, AS THIS AGREEMENT AND AS THE WARRANT, WITH
CERTAIN OTHER INVESTORS (THE "OTHER INVESTORS"), AND THE COMPANY EXPECTS TO
COMPLETE SALES OF SHARES AND WARRANTS TO THEM.
THE INVESTOR AND THE OTHER
INVESTORS ARE SOMETIMES COLLECTIVELY REFERRED TO HEREIN AS THE "INVESTORS," AND
THIS AGREEMENT AND THE SECURITIES PURCHASE AGREEMENTS EXECUTED BY THE OTHER
INVESTORS ARE SOMETIMES COLLECTIVELY REFERRED TO HEREIN AS THE "AGREEMENTS."
THE COMPANY MAY ACCEPT EXECUTED AGREEMENTS FROM THE INVESTORS FOR THE PURCHASE
OF SECURITIES COMMENCING UPON THE DATE ON WHICH THE COMPANY PROVIDES THE
INVESTORS WITH A PROPOSED PURCHASE PRICE PER SHARE AND CONCLUDING UPON THE DATE
(THE "SUBSCRIPTION DATE") ON WHICH THE COMPANY HAS NOTIFIED CANACCORD ADAMS (IN
ITS CAPACITY AS PLACEMENT AGENT FOR THE SHARES, THE "PLACEMENT AGENT") IN
WRITING THAT IT WILL NO LONGER ACCEPT AGREEMENTS FOR THE PURCHASE OF SECURITIES
IN THE OFFERING, WHICH SHALL BE NO MORE THAN ONE (1) BUSINESS DAY (AS DEFINED
BELOW) FOLLOWING THE BUSINESS DAY ON WHICH THE COMPANY HAS FIRST ACCEPTED AN
AGREEMENT.
EACH INVESTOR MUST COMPLETE A SECURITIES PURCHASE AGREEMENT, A
SECURITIES CERTIFICATE QUESTIONNAIRE (IN THE FORM ATTACHED AS EXHIBIT A HERETO)
AND AN INVESTOR QUESTIONNAIRE (IN THE FORM ATTACHED AS EXHIBIT B HERETO) IN
ORDER TO PURCHASE SECURITIES IN THE OFFERING.
1.3
PLACEMENT AGENT FEE; USE OF PROCEEDS.
THE
INVESTOR ACKNOWLEDGES THAT THE COMPANY INTENDS TO PAY TO THE PLACEMENT AGENT A
FEE SET FORTH IN EXHIBIT E-2 ATTACHED HERETO IN RESPECT OF THE SALE OF
SECURITIES TO THE INVESTOR AND TO ISSUE TO THE PLACEMENT AGENT A WARRANT TO
PURCHASE COMMON STOCK IN THE FORM ATTACHED HERETO AS EXHIBIT E-1 AND FOR THE
NUMBER OF SHARES SET FORTH IN EXHIBIT E-2.
THE COMPANY HAS TAKEN NO ACTION, AND
HAS NOT FAILED TO TAKE ANY ACTION, THAT WOULD GIVE RISE TO ANY CLAIM BY ANY
OTHER PERSON FOR