PRICE AND UPON THE SAME TERMS AND CONDITIONS AS SET FORTH IN THE NOTICE
OF SUCH ISSUANCE, A PORTION OF SUCH ADDITIONAL EQUITY SECURITIES PROPOSED TO BE
ISSUED IN THE ISSUANCE SUCH THAT IMMEDIATELY AFTER GIVING EFFECT TO THE ISSUANCE
AND THE EXERCISE OF THE RIGHT (INCLUDING, FOR PURPOSES OF THIS CALCULATION, THE
ISSUANCE OF SHARES OF NEW COMMON STOCK UPON CONVERSION, EXCHANGE OR EXERCISE OF
ANY EQUITY SECURITY ISSUED IN THE ISSUANCE AND SUBJECT TO THE RIGHT), THE SHARES
OF NEW COMMON STOCK THAT PAULSON AND ITS AFFILIATES BENEFICIALLY OWN (ROUNDED TO
THE NEAREST WHOLE SHARE) SHALL REPRESENT THE SAME PERCENTAGE OF THE AGGREGATE
NUMBER OF SHARES OF NEW COMMON STOCK OUTSTANDING AS WAS BENEFICIALLY OWNED BY
PAULSON AND ITS AFFILIATES IMMEDIATELY PRIOR TO THE ISSUANCE.
IN THE EVENT
EQUITY SECURITIES ARE ISSUED AS PART OF A UNIT WITH OTHER SECURITIES, THE RIGHT
WILL APPLY TO SUCH UNIT AND NOT SEPARATELY TO ANY COMPONENT OF SUCH UNIT.
(B)
THE RIGHT MAY BE EXERCISED BY PAULSON, OR,
AT PAULSON'S ELECTION, ONE OR MORE OF ITS AFFILIATES, AS THE CASE MAY BE,
PROVIDED THAT THE PERSON EXERCISING THE RIGHT MUST (I) BE AN ACCREDITED INVESTOR
AND (II) DELIVER WRITTEN NOTICE TO THE COMPANY OF SUCH EXERCISE OF THE RIGHT
WHICH IS RECEIVED BY THE COMPANY WITHIN TWENTY (20) BUSINESS DAYS AFTER THE DATE
ON WHICH PAULSON RECEIVES NOTICE FROM THE COMPANY OF THE PROPOSED ISSUANCE.
THE
CLOSING OF THE PURCHASE AND SALE PURSUANT TO THE EXERCISE OF THE RIGHT SHALL
OCCUR ON THE DATE SCHEDULED BY THE COMPANY FOR THE ISSUANCE, WHICH MAY NOT BE
EARLIER THAN TEN (10) BUSINESS DAYS AND NO LATER THAN SIXTY (60) BUSINESS DAYS
AFTER THE COMPANY RECEIVES NOTICE OF THE EXERCISE OF THE RIGHT.
(C)
NOTHING IN THIS SECTION 11 SHALL BE DEEMED
TO PREVENT ANY PERSON FROM PURCHASING FOR CASH OR THE COMPANY FROM ISSUING ANY
ADDITIONAL EQUITY SECURITIES WITHOUT FIRST COMPLYING WITH THE PROVISIONS OF THIS
SECTION 11; PROVIDED THAT, (I) THE BOARD HAS DETERMINED IN GOOD FAITH THAT
(A) THE COMPANY NEEDS A PROMPT CASH INVESTMENT, (B) NO ALTERNATIVE FINANCING ON
TERMS NO LESS FAVORABLE TO THE COMPANY IN THE AGGREGATE THAN SUCH PURCHASE IS
AVAILABLE ON A NO LESS TIMELY BASIS, AND (C) THE DELAY CAUSED BY COMPLIANCE WITH
THE PROVISIONS OF THIS SECTION 11 IN CONNECTION WITH SUCH INVESTMENT WOULD BE
REASONABLY LIKELY TO MATERIALLY ADVERSELY AFFECT THE COMPANY; (II) THE COMPANY
GIVES PROMPT NOTICE TO PAULSON OF SUCH INVESTMENT AS SOON AS PRACTICABLE, AND IN
ANY EVENT AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE CONSUMMATION OF SUCH
INVESTMENT; AND (III) THE PURCHASING HOLDER OR THE COMPANY ENABLES PAULSON TO
EXERCISE ITS RIGHTS TO PURCHASE ITS PRO RATA SHARE AS PROMPTLY AS PRACTICABLE
FOLLOWING THE INITIAL PROMPT CASH INVESTMENT.
FOR PURPOSES OF THIS
SECTION 11(C), THE TERM "PRO RATA SHARE" SHALL BE BASED ON PAULSON'S AND ITS
AFFILIATES' BENEFICIAL OWNERSHIP OF OUTSTANDING EQUITY SECURITIES RELATIVE TO
THE TOTAL NUMBER OF OUTSTANDING EQUITY SECURITIES, IN EACH CASE PRIOR TO