AT THE CLOSING (THE "PURCHASE PRICE") SHALL BE THE
AMOUNT SET FORTH OPPOSITE SUCH BUYER'S NAME IN COLUMN (6) OF THE SCHEDULE OF
BUYERS.
EACH BUYER SHALL PAY $1.00 FOR EACH $1.00 OF PRINCIPAL AMOUNT OF
INITIAL NOTES AND RELATED WARRANTS AND ADDITIONAL INVESTMENT RIGHTS TO BE
PURCHASED BY SUCH BUYER AT THE CLOSING.
2
(B)
FORM OF PAYMENT.
ON THE CLOSING DATE, (I)
EACH BUYER SHALL PAY ITS PURCHASE PRICE TO THE COMPANY FOR THE INITIAL NOTES,
THE WARRANTS AND THE ADDITIONAL INVESTMENT RIGHTS TO BE ISSUED AND SOLD TO SUCH
BUYER AT THE CLOSING, BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS IN
ACCORDANCE WITH THE COMPANY'S WRITTEN WIRE INSTRUCTIONS, AND (II) THE COMPANY
SHALL DELIVER TO EACH BUYER (A) THE INITIAL NOTES (ALLOCATED IN THE PRINCIPAL
AMOUNTS AS SUCH BUYER SHALL REQUEST) WHICH SUCH BUYER IS THEN PURCHASING, (B)
THE WARRANTS (ALLOCATED IN THE AMOUNTS AS SUCH BUYER SHALL REQUEST) SUCH BUYER
IS PURCHASING AND (C) THE ADDITIONAL INVESTMENT RIGHTS (ALLOCATED IN THE AMOUNTS
AS SUCH BUYER SHALL REQUEST) SUCH BUYER IS PURCHASING, IN EACH CASE DULY
EXECUTED ON BEHALF OF THE COMPANY AND REGISTERED IN THE NAME OF SUCH BUYER OR
ITS DESIGNEE.
2.
BUYERS' REPRESENTATIONS AND WARRANTIES.
Each Buyer represents and warrants with respect to only itself that:
(A)
NO SALE OR DISTRIBUTION.
SUCH BUYER IS
ACQUIRING THE NOTES, THE WARRANTS AND THE ADDITIONAL INVESTMENT RIGHTS, AND UPON
CONVERSION OF THE NOTES AND EXERCISE OF THE WARRANTS (OTHER THAN PURSUANT TO A
CASHLESS EXERCISE (AS DEFINED IN THE WARRANTS)) AND ADDITIONAL INVESTMENT
RIGHTS, WILL ACQUIRE THE CONVERSION SHARES ISSUABLE UPON CONVERSION OF THE
NOTES, THE WARRANT SHARES ISSUABLE UPON EXERCISE OF THE WARRANTS AND THE
ADDITIONAL NOTES ISSUABLE UPON EXERCISE OF THE ADDITIONAL INVESTMENT RIGHTS, FOR
ITS OWN ACCOUNT AND NOT WITH A VIEW TOWARDS, OR FOR RESALE IN CONNECTION WITH,
THE SALE OR DISTRIBUTION THEREOF, EXCEPT PURSUANT TO SALES REGISTERED OR
EXEMPTED UNDER THE 1933 ACT; PROVIDED, HOWEVER, THAT BY MAKING THE
REPRESENTATIONS HEREIN, SUCH BUYER DOES NOT AGREE TO HOLD ANY OF THE SECURITIES
FOR ANY MINIMUM OR OTHER SPECIFIC TERM AND RESERVES THE RIGHT TO DISPOSE OF THE
SECURITIES AT ANY TIME IN ACCORDANCE WITH OR PURSUANT TO A REGISTRATION
STATEMENT OR AN EXEMPTION UNDER THE 1933 ACT.
SUCH BUYER IS ACQUIRING THE
SECURITIES HEREUNDER IN THE ORDINARY COURSE OF ITS BUSINESS.
SUCH BUYER DOES
NOT PRESENTLY HAVE ANY AGREEMENT OR UNDERSTANDING, DIRECTLY OR INDIRECTLY, WITH
ANY PERSON TO DISTRIBUTE ANY OF THE SECURITIES.
(B)
ACCREDITED INVESTOR STATUS.
SUCH BUYER IS
AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED IN RULE 501(A) OF REGULATION D.
(C)
RELIANCE ON EXEMPTIONS.
SUCH BUYER
UNDERSTANDS THAT THE SECURITIES ARE BEING OFFERED AND SOLD TO IT IN RELIANCE ON
SPECIFIC EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL
AND STATE SECURITIES LAWS AND THAT THE COMPANY IS RELYING IN PART UPON THE TRUTH
AND ACCURACY OF, AND SUCH BUYER'S COMPLIANCE WITH, THE REPRESENTATIONS,
WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF SUCH BUYER SET
FORTH HEREIN IN