EACH BUYER SHALL PAY THE PER SHARE PRICE FOR THE
SHARES AND THE AMOUNT OF THE NOTES TO BE ISSUED AND SOLD TO IT AT THE CLOSING,
FOR A TOTAL PRICE OF $50,000,000 FOR THE SHARES, AND $25,000,000 FOR THE NOTES
(THE "PURCHASE PRICE").
THE PURCHASE PRICE SHALL BE PAID BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS IN ACCORDANCE WITH THE COMPANY'S WRITTEN
INSTRUCTIONS.
AT THE CLOSING, UPON PAYMENT OF THE PURCHASE PRICE THE COMPANY
SHALL ISSUE AND DELIVER TO THE APPROPRIATE BUYERS THE NOTES IN THE PRINCIPAL
AMOUNT OF THE TOTAL DEBT FINANCING, AND THE COMPANY WILL DELIVER IRREVOCABLE
WRITTEN INSTRUCTIONS ("TRANSFER INSTRUCTIONS") TO THE TRANSFER AGENT FOR THE
COMPANY'S COMMON STOCK TO ISSUE CERTIFICATES REPRESENTING THE SHARES REGISTERED
IN THE NAME OF EACH BUYER AND TO DELIVER SUCH CERTIFICATES TO OR AT THE
DIRECTION OF EACH BUYER.
THE COMPANY SHALL NOT HAVE THE POWER TO REVOKE OR
AMEND THE TRANSFER INSTRUCTIONS WITHOUT THE WRITTEN CONSENT OF THE BUYERS.
2.4
CLOSING DATE.
SUBJECT TO THE TERMS OF THIS AGREEMENT, THE CLOSING
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE HELD ON OR BEFORE
THE LATER OF (I) THE DATE THAT IS THREE (3) BUSINESS DAYS AFTER THE DATE THAT
THE LAST OF THE CONDITIONS IN ARTICLE 6 AND ARTICLE 7 HAVE BEEN SATISFIED, OR
SUCH OTHER TIME AS MAY BE MUTUALLY AGREED UPON BY THE PARTIES TO THIS AGREEMENT;
OR (II) THE CLOSING DATE OF THE ACQUISITION SO LONG AS ALL OF CONDITIONS IN
ARTICLE 6 AND ARTICLE 7 HAVE BEEN SATISFIED (THE "CLOSING DATE"), AT THE OFFICES
OF BARACK FERRAZZANO KIRSCHBAUM & NAGELBERG LLP, 200 WEST MADISON STREET, SUITE
3900, CHICAGO, ILLINOIS 60606 OR AT SUCH OTHER LOCATION OR BY SUCH OTHER METHOD
(INCLUDING EXCHANGE OF SIGNED DOCUMENTS) AS MAY BE MUTUALLY AGREED UPON BY THE
PARTIES TO THIS AGREEMENT ("CLOSING").
2.5
ADDITIONAL BUYERS.
THE COMPANY ACKNOWLEDGES AND AGREES THAT
ADDITIONAL TONTINE FUNDS OTHER THAN THOSE IDENTIFIED ON THE SIGNATURE PAGE
HERETO MAY PARTICIPATE IN THE PURCHASE OF SECURITIES HEREUNDER; PROVIDED THAT
EACH SUCH ADDITIONAL TONTINE FUND SHALL EXECUTE AND DELIVER A JOINDER TO THIS
AGREEMENT IN THE FORM OF EXHIBIT C ATTACHED HERETO.
PRIOR TO THE CLOSING DATE,
THE BUYERS SHALL PROVIDE THE COMPANY WITH A FINAL VERSION OF SCHEDULE 1 THAT
INCLUDES THE FOLLOWING INFORMATION FOR EACH BUYER HEREUNDER: (A) SUCH BUYER'S
NAME AND JURISDICTION OF ORGANIZATION; (B) THE NUMBER OF SHARES TO BE PURCHASED
BY SUCH BUYER AND THE PURCHASE PRICE; AND (C) THE PORTION OF THE DEBT FINANCING
TO BE PROVIDED BY SUCH BUYER.
ARTICLE 3
BUYERS' REPRESENTATIONS AND WARRANTIES
Each Buyer represents and warrants to the Company that:
3.1
ORGANIZATION AND QUALIFICATION.
EACH OF THE BUYERS IS AN ENTITY
OF THE TYPE IDENTIFIED ON SCHEDULE 1 ATTACHED HERETO, DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION, WITH FULL POWER AND AUTHORITY TO PURCHASE THE SHARES AND PROVIDE
THE DEBT FINANCING AND OTHERWISE PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT
AND THE OTHER TRANSACTION DOCUMENTS.