OF
THE PURCHASE AND SALE OF THE CONVERTIBLE DEBENTURES SHALL TAKE PLACE AT 10:00
A.M. EASTERN STANDARD TIME ON THE SECOND MILESTONE DATE, SUBJECT TO NOTIFICATION
OF SATISFACTION OF THE CONDITIONS TO THE THIRD CLOSING SET FORTH HEREIN AND IN
SECTIONS 6 AND 7 BELOW (OR SUCH EARLIER DATE AS IS MUTUALLY AGREED TO BY THE
COMPANY AND THE BUYER(S)) (THE "THIRD CLOSING DATE") (COLLECTIVELY REFERRED TO A
THE "CLOSING DATES").
THE CLOSINGS SHALL OCCUR ON THE RESPECTIVE CLOSING DATES
AT THE OFFICES OF MORGAN, LEWIS & BOCKIUS LLP, 502 CARNEGIE CENTER,
2
PRINCETON, NEW JERSEY 08540 (OR SUCH OTHER PLACE AS IS MUTUALLY AGREED TO BY THE
COMPANY AND THE BUYER(S)).
NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE IN
THIS AGREEMENT TO THE CONTRARY (INCLUDING, BUT NOT LIMITED TO, THE TERMS OF
SECTION 7 BELOW), THE BUYER HEREUNDER SHALL NOT BE OBLIGATED TO FUND ANY AMOUNTS
TO THE COMPANY WHICH WOULD, WHEN AGGREGATED WITH ALL OTHER AMOUNTS PREVIOUSLY
FUNDED BY THE BUYER HEREUNDER, EXCEED THE AGGREGATE AMOUNTS FUNDED BY YA GLOBAL
TO THE COMPANY AS OF SUCH DATE PURSUANT TO SUBSECTION (D) BELOW.
(C)
FORM OF PAYMENT.
SUBJECT TO THE
SATISFACTION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, ON EACH CLOSING
DATE, (I) THE BUYERS SHALL DELIVER TO THE COMPANY SUCH AGGREGATE PROCEEDS FOR
THE CONVERTIBLE DEBENTURES AND WARRANTS TO BE ISSUED AND SOLD TO SUCH BUYER AT
SUCH CLOSING, MINUS THE FEES TO BE PAID DIRECTLY FROM THE PROCEEDS OF SUCH
CLOSING AS SET FORTH HEREIN, VIA IRREVOCABLE WIRE TRANSFER, AND (II) THE COMPANY
SHALL DELIVER TO EACH BUYER, CONVERTIBLE DEBENTURES AND WARRANTS WHICH SUCH
BUYER IS PURCHASING AT SUCH CLOSING IN AMOUNTS INDICATED OPPOSITE SUCH BUYER'S
NAME ON SCHEDULE I, DULY EXECUTED ON BEHALF OF THE COMPANY.
(D)
YA GLOBAL AGREEMENT.
IN ADDITION TO THE
FOREGOING, BUYER HEREBY AGREES TO THE COMPANY'S SALE AND ISSUANCE OF AN
ADDITIONAL $5,000,000 OF CONVERTIBLE DEBENTURES TO YA GLOBAL INVESTMENTS, L.P.
("YA GLOBAL") (THE "YA GLOBAL CLOSING") ON SUBSTANTIALLY SIMILAR TERMS HEREUNDER
SUBJECT TO STOCKHOLDER APPROVAL AS SET FORTH IN SECTION 1(E) BELOW.
(E)
STOCKHOLDERS APPROVAL.
THE COMPANY SHALL
CALL AND HOLD A SPECIAL MEETING OF THE SHAREHOLDERS AS SOON AS REASONABLY
PRACTICABLE (AND USE COMMERCIALLY REASONABLE BEST EFFORTS TO CALL AND HOLD SUCH
MEETING WITHIN NINETY (90) DAYS OF THE DATE HEREOF), FOR THE PURPOSE OF (I)
APPROVING THE TRANSACTIONS CONTEMPLATED HEREIN AND THE YA GLOBAL CLOSING,
INCLUDING THE ISSUANCE OF ALL SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THE
TERMS OF THE TRANSACTION DOCUMENTS, INCLUDING, BUT NOT LIMITED TO, ALL SHARES OF
COMMON STOCK ISSUABLE UPON CONVERSION OF THE DEBENTURE, THE EXERCISE OF THE
WARRANTS AND THE ISSUANCE OF THE INTEREST SHARES, AND AFTER GIVING EFFECT TO ANY
ADJUSTMENTS IN THE AMOUNT OF SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THE
TRANSACTION DOCUMENTS AS A RESULT OF ANY STOCK SPLIT, REVERSE STOCK SPLIT, STOCK
DIVIDEND, REORGANIZATION, RECAPITALIZATION, RECLASSIFICATION OR OTHER LIKE
CHANGE, AND (II) INCREASING THE AUTHORIZED COMMON STOCK OF THE COMPANY TO AT
LEAST 100,000,000 SHARES OF