PRICE IS EQUAL TO
$2.11 PER SHARE.
(3)
AS SOON AS POSSIBLE, BUT NO LATER THAN
THREE (3) BUSINESS DAYS AFTER THE PRICING DATE THE COMPANY SHALL HOLD THE
CLOSING OF THE OFFERING (THE "CLOSING").
THE COMPANY SHALL MAKE A PRESS RELEASE
REGARDING THE TRANSACTION IN ACCORDANCE WITH SECTION F(3) HEREOF. UPON THE
CLOSING, THE PURCHASE AND SALE CONTEMPLATED HEREBY WITH RESPECT TO ACCEPTED
SUBSCRIPTIONS SHALL BE BINDING, ENFORCEABLE AND IRREVOCABLE IN ACCORDANCE WITH
AND SUBJECT TO THE TERMS HEREOF.
(4)
PRIOR TO THE CLOSING, EACH PURCHASER SHALL
DELIVER THE APPLICABLE SUBSCRIPTION AMOUNT BY CHECK PAYABLE TO THE ESCROW
ACCOUNT SET FORTH ON SCHEDULE A OR BY WIRE TRANSFER TO SUCH ESCROW ACCOUNT IN
ACCORDANCE WITH THE WIRE TRANSFER INSTRUCTIONS SET FORTH ON SCHEDULE A, AND SUCH
AMOUNT SHALL BE HELD IN THE MANNER DESCRIBED IN PARAGRAPH (5) BELOW.
(5)
ALL PAYMENTS FOR SECURITIES MADE BY THE
PURCHASERS WILL BE DEPOSITED AS SOON AS PRACTICABLE FOR THE UNDERSIGNED'S
BENEFIT IN AN INTEREST BEARING ESCROW ACCOUNT.
ANY INTEREST EARNED ON SUCH
PAYMENTS SHALL REVERT BACK TO THE ESCROW AGENT AND SHALL BE USED TO OFFSET THE
ESCROW ACCOUNT FEES.
PAYMENTS FOR SECURITIES MADE BY THE PURCHASERS WILL BE
RETURNED PROMPTLY, WITHOUT INTEREST OR DEDUCTION, IF, OR TO THE EXTENT, THE
UNDERSIGNED'S SUBSCRIPTION IS REJECTED OR THE OFFERING IS TERMINATED FOR ANY
REASON PRIOR TO THE PUBLIC DISSEMINATION OF THE PRESS RELEASE REFERRED TO IN
SECTION F(3) HEREOF.
(6)
UPON RECEIPT BY THE COMPANY OF THE
REQUISITE PAYMENT FOR ALL SECURITIES TO BE PURCHASED BY THE PURCHASERS WHOSE
SUBSCRIPTIONS ARE ACCEPTED, THE COMPANY SHALL, AT THE CLOSING:
(I) OR
IMMEDIATELY THEREAFTER ISSUE TO EACH PURCHASER STOCK CERTIFICATES REPRESENTING
THE SHARES OF COMMON STOCK PURCHASED UNDER THIS AGREEMENT; (II) OR IMMEDIATELY
THEREAFTER ISSUE TO EACH PURCHASER A WARRANT TO PURCHASE SUCH NUMBER OF SHARES
OF COMMON STOCK CALCULATED IN ACCORDANCE WITH PARAGRAPH (1) ABOVE; (III) DELIVER
TO THE PURCHASERS AND TO THE PLACEMENT AGENT A CERTIFICATE STATING THAT THE
REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY IN SECTION C OF THIS
AGREEMENT WERE TRUE AND CORRECT IN ALL MATERIAL RESPECTS WHEN MADE AND ARE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS ON THE DATE OF CLOSING RELATING TO THE
SECURITIES SUBSCRIBED FOR PURSUANT TO THIS AGREEMENT AS THOUGH MADE ON AND AS OF
THE CLOSING DATE (PROVIDED, HOWEVER, THAT REPRESENTATIONS AND WARRANTIES THAT
SPEAK AS OF A SPECIFIC DATE SHALL CONTINUE TO BE TRUE AND CORRECT AS OF THE
CLOSING WITH RESPECT TO SUCH DATE), WHICH CERTIFICATE SHALL ALSO REPRESENT
PURSUANT TO THE TERMS HEREOF, AS OF THE DATE OF CLOSING, THE INFORMATION SET
FORTH IN SECTION C(2) HEREOF AS OF MARCH 31, 2005; AND (IV) CAUSE TO BE
DELIVERED TO THE PLACEMENT AGENT AND THE PURCHASERS AN OPINION OF MORGAN LEWIS &
BOCKIUS LLP SUBSTANTIALLY IN THE FORM OF EXHIBIT A HERETO AND REASONABLY
ACCEPTABLE TO COUNSEL FOR THE PLACEMENT AGENT.
(7)
EACH PURCHASER ACKNOWLEDGES AND AGREES THAT
THIS AGREEMENT SHALL BE BINDING UPON SUCH PURCHASER UPON THE EXECUTION AND
DELIVERY