AMENDED AND RESTATED PURCHASE AGREEMENT, ENTERED INTO ON OR ABOUT THE
DATE HEREOF, BY AND AMONG THE PERSONS LISTED ON SCHEDULE A ATTACHED THERETO,
LEXICO, THE COMPANY, AND BRIAN KARIGER, AS THE SELLERS' REPRESENTATIVE, AS
AMENDED (THE "LEXICO AGREEMENT"), AND THE LEXICO AGREEMENT SHALL NOT HAVE BEEN
AMENDED OR WAIVED IN ANY MANNER THAT IS MATERIALLY ADVERSE TO THE COMPANY OR THE
BUYER IN THE REASONABLE JUDGMENT OF THE BUYER.
(XI)
THE COMPANY SHALL HAVE DELIVERED
UPDATED SCHEDULE 3(R) AND SCHEDULE 3(S) AS OF THE CLOSING.
(XII)
THE COMPANY SHALL HAVE DELIVERED TO SUCH
BUYER A LETTER FROM THE COMPANY'S TRANSFER AGENT CERTIFYING THE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING AS OF A DATE WITHIN FIVE DAYS OF THE CLOSING DATE.
(XIII)
THE DULY AUTHORIZED AND UNISSUED CAPITAL
STOCK OF THE COMPANY THAT SHALL BE RESERVED FROM THE CLOSING DATE FOR THE
ISSUANCE OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES (WITHOUT TAKING
INTO ACCOUNT ANY LIMITATIONS ON THE CONVERSION OF THE NOTES SET FORTH IN THE
NOTES) TO THE EXTENT AVAILABLE AFTER TAKING INTO ACCOUNT RESERVATION OF SHARES
OF COMMON STOCK (I) UNDERLYING THE OUTSTANDING OPTIONS SET FORTH ON SCHEDULE
4(M)(I) AND (II) SUBJECT TO THE COMPANY STOCK PLANS SET FORTH ON SCHEDULE
4(M)(II), SHALL AS OF THE CLOSING DATE (A) BE DESIGNATED FOR QUOTATION OR LISTED
ON THE PRINCIPAL MARKET AND (B) SHALL NOT HAVE BEEN SUSPENDED BY THE SEC OR THE
PRINCIPAL MARKET FROM TRADING ON THE PRINCIPAL MARKET NOR SHALL SUSPENSION BY
THE SEC OR THE PRINCIPAL MARKET HAVE BEEN THREATENED, AS OF THE CLOSING DATE,
EITHER (A) IN WRITING BY THE SEC OR THE PRINCIPAL MARKET OR (B) BY FALLING BELOW
THE MINIMUM LISTING MAINTENANCE REQUIREMENTS OF THE PRINCIPAL MARKET.
(XIV)
THE COMPANY SHALL HAVE OBTAINED ALL
GOVERNMENTAL, REGULATORY OR THIRD PARTY CONSENTS AND APPROVALS, IF ANY,
NECESSARY FOR THE SALE OF THE SECURITIES.
(XV)
THE COMPANY SHALL HAVE DELIVERED TO SUCH
BUYER SUCH OTHER DOCUMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AS SUCH BUYER OR ITS COUNSEL MAY REASONABLY REQUEST.
(XVI)
THE COMPANY SHALL HAVE DELIVERED TO SUCH
BUYER, UPON ITS REQUEST, SUCH DOCUMENTS SATISFACTORY FOR USE IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT.
(XVII)
THE COMPANY SHALL HAVE PROVIDED UPDATED
VERSIONS OF EACH COMPANY SCHEDULE TO THIS AGREEMENT, WHICH UPDATED COMPANY
SCHEDULES SHALL INCLUDE ALL OF THE INFORMATION REQUIRED TO BE SET FORTH THEREIN
WITH RESPECT TO THE COMPANY AFTER GIVING EFFECT TO THE LEXICO CLOSING, SHALL BE
ACCURATE AS OF THE CLOSING AND SHALL BE SATISFACTORY TO THE BUYERS.
(XVIII)
THE BUYERS SHALL HAVE BEEN GRANTED A FIRST
PRIORITY PERFECTED SECURITY INTEREST IN ANY PROPERTY OR OTHER ASSETS IN WHICH A
SECURITY INTEREST HAS BEEN (OR WILL BE) GRANTED TO SECURE ANY LEXICO
INDEBTEDNESS, AND THE BUYERS SHALL HAVE RECEIVED SUCH SECURITY AGREEMENTS,
ASSIGNMENTS AND OTHER DOCUMENTS, AND THE COMPANY SHALL HAVE MADE SUCH FILINGS
AND TAKEN SUCH OTHER ACTIONS, SATISFACTORY TO SUCH BUYER TO CREATE AND PERFECT
SUCH SECURITY