Common use of Delivery of the Shares at the Closing Clause in Contracts

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon specified by the Company and the Placement Agent Agents and of which the Purchasers will be notified in advance by facsimile transmission or otherwisethe Placement Agents. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or or, if so indicated on the signature page hereof, in such the name of a nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. purchased by it. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) certificate to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day a certified or official bank check or checks or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) certificate and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company and Thermo Electron herein as of the Closing and the fulfillment in all material respects of those undertakings of the Company and Thermo Electron to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on Closing as set forth herein or in the purchase by any or all of placement agreement between the Other Purchasers of Company and the Shares that they have agreed to purchase from the CompanyPlacement Agents.

Delivery of the Shares at the Closing. The completion of the ------------------------------------- purchase and sale of the Shares being purchased and sold pursuant to this Agreement (the "Closing") shall occur within three business days (or on such other later a date as the Placement Agent and the Company both agree) of the date of receipt to be specified by the Company parties which shall be no later than March __, 2000, at the offices of confirmation by the Securities Mintz, Levin, Cohn, Ferris, Glovsky and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise). At the Closing, the Purchaser shall pay to the Company an amount equal to the Purchase Price and the Company shall deliver to the Purchaser one or more stock certificates representing the Shares purchased by the Purchaser, each such certificate to be registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete close the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing transaction shall be subject to the following conditions, any one or more of which may be waived by the Company: (ay) receipt by the Company of same-day funds in the full amount of the purchase price Purchase Price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (cz) the accuracy of the representations and warranties made by the Purchasers Purchaser and the fulfillment of those undertakings of the Purchasers Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for close the Shares evidenced thereby transaction shall be subject to the fulfillment of the following conditions: (a) the Commission has notified execution and delivery by the Company of the Commission's willingness to declare Registration Rights Agreement in the form attached on Exhibit 1 --------- attached hereto (the "Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the CompanyRights Agreement"); and (b) the accuracy in all material respects of the representations and warranties made receipt by the Company herein Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the fulfillment Company, in all material respects the form attached hereto as Exhibit 2; (c) the --------- receipt by the Purchaser of those undertakings a copy of a certificate, dated on or immediately prior to the Closing Date, as to the good standing of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on in the purchase state of Delaware; (d) the receipt by any or all the Purchaser of a stock certificate, representing the Shares; and (e) the receipt by the Purchaser of a certificate of the Other Purchasers Secretary of the Shares that they have agreed Company as to purchase from the Companyincumbency of certain officers executing the Transaction Documents in the form attached hereto as Exhibit 3. --------- This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents".

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur within three business days (or on such other later date as is occurring substantially contemporaneously with the Placement Agent and the Company both agree) execution of the date of receipt by the Company of confirmation by the Securities and Exchange Commission this Agreement (the "Commission"“Closing Date”). (b) of the Commission's willingness to declare effective the registration statement to be filed by the The Company pursuant to Section 7.1 hereof shall authorize its transfer agent (the "Registration Statement") at a place and time (the "Closing Date"“Transfer Agent”) to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver issue to the Purchaser as of the Closing one or more stock certificates (in such denominations as such Purchaser shall request, the “Certificates”) registered in the name of the PurchaserPurchaser or its custodial designee, or in such nominee name(s) as designated against payment by the Purchaser in writing, representing of the number purchase price for such Shares by wire transfer of Shares set forth in Section 2 above. The name(simmediately available funds. (c) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase issuance and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the satisfaction of the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement by wire transfer of immediately available funds; and (bii) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers Purchaser in this Agreement shall be true and correct and the fulfillment of those undertakings of the Purchasers to be Purchaser herein shall have been fulfilled prior to in all material respects on or before the Closing. . (d) The Purchaser's obligation ’s obligations to accept delivery of such stock certificate(s) and to pay for purchase the Shares evidenced thereby from the Company shall be subject to the following conditions: (a) the Commission has notified the Company satisfaction of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed following condition, which may be waived by the Company; and Purchaser: (bi) the accuracy in all material respects of the representations and warranties made by the Company herein in this Agreement shall be true and correct as of the date of this Agreement and the fulfillment undertakings of the Company herein shall have been fulfilled in all material respects of those undertakings of on or before the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. 3.1 The completion of the purchase and sale of the First Tranche Shares by and to the Purchaser (the "“First Closing"”) shall occur at the offices of Mxxxxxxx & Fxxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, on a date within three business days (following the execution and mutual delivery of this Agreement, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for the First Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“First Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the First Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or or, if so indicated on the Stock Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number First Tranche Shares, each bearing an appropriate legend referring to the fact that such Shares were sold in reliance upon the exemption from registration under the Securities Act of Shares set forth in 1933, as amended (the “Securities Act”) provided by Section 2 above4(2) thereof and Rule 506 thereunder (the “Legend”). The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete At the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditionsFirst Closing, any one or more of which may be waived by the Company: (a) receipt by the Purchaser shall deliver to the Company of same-day funds in the full amount of the aggregate purchase price for the Shares being purchased hereunder; First Tranche Shares, (b) completion the Company shall also deliver to the Purchaser (i) a legal opinion in a form reasonably satisfactory to counsel to the Purchaser and (ii) a certificate executed by the chief executive officer and the chief financial or accounting officer of the purchases Company, dated as of the First Closing Date, to the effect that the representations and sales under warranties of the Agreements Company set forth herein are true and correct as of such First Closing Date and that the Company has complied with all of the Other Purchasers; agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such First Closing Date, and (c) the accuracy Escrow Agent, the Company and the Purchaser shall execute and mutually deliver the Escrow Agreement, and the Purchaser shall deposit thereunder with the Escrow Agent a sum equal to the amount of the representations Second closing Date Funds. 3.2 The completion of the purchase and warranties made sale of the Second Tranche Shares by and to the Purchaser (the “Second Closing”) shall occur at the offices of Mxxxxxxx & Fxxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the Purchasers parties hereto, during the period between the closing of the eToys merger pursuant to the terms of the eToys Merger Agreement and the fulfillment of those undertakings effective time of the Purchasers to be fulfilled eToys Merger under Delaware law, but not prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay time that the conditions for the Shares evidenced thereby Second Closing set forth below have been satisfied or waived by the appropriate party (the date thereof, the “Second Closing Date”). At the Second Closing, the Company shall be subject (i) deliver to the following conditions: Purchaser one or more stock certificates representing the Second Tranche Shares, registered in the same name as the stock certificate representing the First Trance Shares, each bearing the Legend, and (ii) cause to be delivered to the Purchaser an Option Agreement, in the form attached hereto as Annex A (the “Option Agreement”), executed by each of the Company shareholders party thereto, pursuant to which such shareholders shall have conferred on the Purchaser the right thereunder (the “Option”) to acquire from such shareholder a maximum aggregate number of shares of Common Stock owned by such shareholders as is equal to 10.2% of the sum of (x) the number of the First Tranche Shares and (y) the number of the Second Tranche Shares, at an exercise price shares equal to the Purchaser Price Paid Per Share, such right to be exercisable during the fifteen (15) month period commencing on the date that is six months and one day after the effective time of the eToys Merger. At the Second Closing, (a) the Commission has notified Second Closing Date Funds shall be delivered in addition to the Company by the Escrow Agreement pursuant to the terms of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; Escrow Agreement, and (b) the accuracy Company shall also deliver to the Purchaser an update to the legal opinion delivered to the Purchaser at the First Closing, in all material respects of a form reasonably satisfactory to counsel for the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. Section 3.1 The completion of the purchase and sale of the Shares of Common Stock pursuant to Section 2.1 of this Agreement (the "“Closing"”) shall occur within three on the business day of the closing of the Company’s Initial Public Offering, immediately following the closing of such Initial Public Offering (provided the Company shall have provided Purchaser at least 3 business days (or on advance notice of such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwiseclosing). At the Closing, the Company shall deliver to the Purchaser one or more stock certificates certificates, in accordance with the Purchaser’s reasonable request. Each such certificate shall be registered in the name of the PurchaserPurchaser or one of its Affiliates, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in shall instruct. Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. 3.2 The Company's ’s obligation to complete the purchase issue and sale of deliver the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (a) receipt by the Company of same-day a certified or official bank check or checks or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder; Shares; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy in all respects of the representations and warranties made by the Purchasers Purchaser herein as though such representations and the fulfillment warranties had been made on and as of those undertakings Closing; (c) no judgment, decree, injunction, order or ruling of any federal, state, local or foreign court or governmental or regulatory body or authority that is binding on any person or its property under applicable law (each a “Court Order”) shall have been issued or entered into that would be violated by consummation of any of the Purchasers transactions contemplated hereby and no lawsuit, action, arbitration, administrative or other proceeding, criminal prosecution or governmental investigation or inquiry shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby; and (d) all authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States of America or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be fulfilled prior to duly obtained and effective as of the Closing. The Company shall have obtained all necessary blue sky permits and qualifications, or have the availability of exemptions therefrom, required by any state for the offer and sale of the Shares. Section 3.3 The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for purchase the Shares evidenced thereby shall be subject to the fulfillment of the following conditions: , any of which may be waived by the Purchaser: (a) the Commission has notified Purchaser’s receipt of one or more stock certificates representing the Shares; (b) the Purchaser’s receipt of a certificate issued by the Secretary of State of the State of Delaware with respect to the Company as of a recent date before the Commission's willingness Closing showing the Company to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; be validly existing and in good standing in Delaware; (bc) the accuracy in all material respects of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing, provided, however, that for this purpose, the representations and warranties of the Company included herein shall be deemed to be updated and modified by the information included in the final prospectus relating to the Company’s Initial Public Offering, a copy of which shall have been furnished to the Purchaser and on which Purchaser shall be entitled to rely; (d) no Court Order shall have been issued or entered into that would be violated by consummation of any of the transactions contemplated hereby and no lawsuit, action, arbitration, administrative or other proceeding, criminal prosecution or governmental investigation or inquiry shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby; (e) the fulfillment in all material respects of those undertakings of the Company set forth herein to be fulfilled prior to Closing. The ; (f) the Purchaser's obligations hereunder are expressly not conditioned on ’s receipt of a certificate, reasonably satisfactory in form and content to the purchase Purchaser and executed by any or all an officer of the Other Purchasers Company, certifying that the conditions specified in clauses (c) and (e) hereof have been fulfilled and that the closing of the Initial Public Offering has occurred; (g) all authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States of America or of any state that are required in connection with the lawful issuance and sale of the Shares that they pursuant to this Agreement shall be duly obtained and effective as of the Closing. The Company shall have agreed to purchase from obtained all necessary blue sky permits and qualifications, or have the availability of exemptions therefrom, required by any state for the offer and sale of the Shares; and (h) the Purchaser’s receipt of good standing certificates for the Company and certification by the Company’s Secretary regarding the Board of Director and, if applicable, stockholder resolutions relating to this transaction.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company Company, Selling Stockholders and the Placement Agent and of which shall agree in writing, but in any event not prior to the Purchasers will date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the “Closing Date”). The Purchaser shall be notified by facsimile transmission or otherwiseotherwise of the time of the Closing. At the Closing, the Company Selling Stockholders shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or or, if so indicated on the Stock Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend, as described in Section 6(f) below, referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) thereof. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's Selling Stockholders’ obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the CompanySelling Stockholders: (a) receipt by the Company Selling Stockholders of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; hereunder and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy in all material respects of the representations and warranties made by the Purchasers (as if such representations and warranties were made on the Closing Date) and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties made by of the Company herein and the Selling Stockholders made herein shall be accurate as of the Closing Date; (b) the delivery to the Purchaser by counsel to the Company of a favorable legal opinion in substantially the form attached hereto as Exhibit C hereto; (c) the fulfillment in all material respects of those undertakings of the Company and the Selling Stockholders to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on ; and (d) the purchase receipt by any Purchaser of a letter from KPMG LLP, independent public or all of the Other Purchasers of the Shares that they have agreed to purchase from certified public accountants for the Company, dated the date hereof, addressed to the Placement Agent, in form and substance satisfactory to the Placement Agent.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (at the offices of the Company, at 000 Xxxxxx Xxxxx, Los Gatos, California at 9:00 a.m. local time on June 13, 2001 or on such other later time and date as the Placement Agent and the Company both agree) of the date of receipt may be agreed by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time parties (the "Closing Date"). (b) to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to the issue to each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The name(sCompany will deliver one or more certificates representing the Shares (the "Certificates") in which against delivery of payment for the stock certificates are Shares by the Purchasers. Prior to the Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be registered are set forth in delivered upon Closing to the Stock Certificate Questionnaire office of the Purchasers (at the fax number indicated on the signature pages attached hereto as part of Appendix I. hereto). (c) The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company from stockholders holding rights to require the Company to register the sale of any securities owned by such holder in the Registration Statement (as defined below) of waivers of such rights (including the waiver of any notice requirements related to such rights); (ii) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (biii) the accuracy in all material respects of the representations and warranties made by the Company herein Purchasers and the fulfillment in all material respects of those undertakings of the Company Purchasers to be fulfilled prior before the Closing. (d) The Purchasers' obligations to Closing. The accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligations hereunder are expressly not conditioned on obligation: (i) the purchase representations and warranties made by any or the Company in this Agreement shall be accurate in all material respects and the undertakings of the Other Company shall have been fulfilled in all material respects on or before the Closing; (ii) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the Shares that they have agreed to purchase from board or president and the chief financial or accounting officer of the Company., dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and (iii) the Company shall have delivered to Purchasers a legal opinion in substantially the form attached hereto as Exhibit A.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time appropriate party (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise). At the Closing, the Purchaser shall deliver, in immediately available funds, the full amount of the Purchase Price for the Shares being purchased hereunder by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Schedule 1 and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 2 above4(2) thereof and Rule 506 thereunder. The Company will promptly substitute one or more replacement certificates without the legend at such time as the Securities are sold pursuant to the Registration Statement (as defined herein) or the Securities may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can be immediately sold. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price Purchase Price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers (as if such representations and warranties were made on the Closing Date) and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified Company shall have filed the Company Certificate of Designation with the Secretary of State of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the CompanyState of Michigan; and (b) the accuracy in all material respects each of the representations and warranties of the Company made herein shall be accurate as of the Closing Date; (c) the delivery to the Purchaser by counsel to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Placement Agent and the Purchaser; (d) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct as of the date of this Agreement and as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (e) the receipt by the Purchasers of voting agreements from stockholders holding at least 45% of the outstanding Common Stock of the Company prior to the date hereof pursuant to which such stockholders will agree to vote their shares for the Stockholders Approval (as defined below); (f) the Company having received gross proceeds of at least $100,000,000 from the sale of the Shares; (g) the approval of the Supplemental Listing Application by the New York Stock Exchange (the "NYSE") for the Common Stock and Conversion Shares; and (h) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to the Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Purchaser shall deliver either the cash purchase price in immediately available funds and/or the Other Company Securities identified in the chart above (the “Exchanged Securities”), together with all necessary documentation to effect transfer or surrender of the Exchanged Securities to the Company. The Company shall deliver to the Purchaser one or more stock certificates for the Shares registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) thereof and Rule 506 thereunder. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. In connection with any sale or disposition of the Shares by the Purchaser pursuant to Rule 144 such that the Purchaser’s transferee will acquire freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, the Company shall issue replacement certificates representing the Shares sold or disposed of without restrictive legends. Upon the earlier of (i) receipt of notice that the Shares have been resold in reliance on an effective and currently available resale registration pursuant to this Agreement or (ii) the Shares becoming freely tradable by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the transfer agent for the Common Stock (the “Transfer Agent”) irrevocable instructions that the Transfer Agent shall deliver certificates for the Shares without legends upon receipt by such Shares of the legended certificates for such Shares, and (B) cause its counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. The Purchaser agrees with the Company that if Shares are sold pursuant to the Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this paragraph is predicated upon the Company’s reliance upon this understanding. From and after the earlier of such dates, upon the Purchaser’s written request, the Company shall promptly cause certificates evidencing the Purchaser’s Shares to be replaced with Shares not subject to such restrictive legends. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock the certificate(s) therefor to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (a) for payment with cash – receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; ; (b) completion for payment with Exchanged Securities – receipt by the Company of the purchases and sales under the Agreements Exchanged Securities together with all necessary instruments of the Other Purchaserstransfer duly executed; and and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) for the Shares and to pay for the Shares evidenced thereby shall be subject to the following conditions: : (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties made by of the Company made herein and shall be accurate as of the Closing Date; (b) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to the Closing; and (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct as of the date of this Agreement and as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date. The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Purchaser shall deliver, in immediately available funds, the full amount of the purchase price for the Shares being purchased hereunder by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) thereof and Rule 506 thereunder. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. ; and (d) receipt by the Company from the Purchaser of the fully completed questionnaires attached hereto as Appendix I. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties of the Company made herein shall be accurate as of the Closing Date; (b) the delivery to the Purchaser by counsel to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Placement Agents; (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct as of the date of this Agreement and as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (d) receipt by the Purchaser of a certificate of the Secretary of the Company, dated as of the Closing Date, (i) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the issuance of the Shares, (ii) certifying the current versions of the Certificate or Articles of Incorporation, as amended, and the By-laws of the Company and (iii) certifying as to the signatures and authority of the persons signing this Agreement and related documents on behalf of the Company; (e) receipt by the Purchaser of a certificate of good standing for the Company for its jurisdiction of incorporation and a certificate of qualification as a foreign corporation for the Company for any jurisdictions where it conducts business; (f) receipt by the Purchaser of a certificate from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of the Closing Date; (g) there shall have been no suspensions in the trading of the Common Stock as of the Closing Date, (h) the Common Stock shall continue to be listed on The NASDAQ Global Market as of the Closing Date; and (i) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to the Closing. The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur within three business days (at the offices of Xxxxxxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000-0000, as soon as practicable and as agreed to by the parties hereto, on September 27, 2006, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or or, if so indicated on the Stock Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereof and Rule 506 thereunder. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderhereunder from the Escrow Agent (as defined herein); (b) completion the purchase by the Purchasers and the sale by the Company to such Purchasers of Shares for an aggregate purchase price of not less than $8,110,000 on the purchases and sales under Closing Date on terms substantially the Agreements with all of the Other Purchaserssame as those reflected herein; and (c) the accuracy in all material respects of the representations and warranties made by the Purchasers (as if such representations and warranties were made on the Closing Date) and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties made by of the Company and each of its Subsidiaries made herein and shall be accurate as of the Closing Date; (b) the fulfillment in all material respects of those undertakings of the Company and each of its Subsidiaries to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on ; (c) evidence of the completion of the Restructuring, in form and substance satisfactory to the Placement Agent; (d) each of the Company, the Placement Agent and the Escrow Agent (as defined herein) executed that certain Escrow Agreement in substantially the form attached hereto as Exhibit C; (e) the purchase by any or all the Purchasers and the sale by the Company to such Purchasers of Shares for an aggregate purchase price of not less than $8,110,000 as of the Other Purchasers Closing Date; (f) the delivery to the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth in Section 4 hereto are true and correct as of the date of this Agreement and as of the Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (g) the execution and delivery of a lockup agreement in the form attached hereto as Exhibit D by shareholders of the Company reflected on Exhibit D holding at least 89% of all issued and outstanding shares of Common Stock immediately prior to the Closing, which shareholders shall include all directors and executive officers of the Company; and (h) the execution and delivery to the Company of a Confidentiality and Non-Competition Agreement in the form attached as Exhibit E hereto by GordonGraves. Concurrently with the execution and delivery of this Agreement, the Company, Xxxxx Fargo, N.A. (the “Escrow Agent”) and the Placement Agent shall enter into the Escrow Agreement, pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Purchaser (the “Escrow Account”). Not fewer than two business days following the date hereof, (i) the Purchaser will deposit an amount equal to the aggregate purchase price set forth opposite such Purchaser’s name in Section 2 hereto in the Escrow Account and (ii) pursuant to the Escrow Agreement, the Escrow Agent will notify the Company and the Placement Agent in writing as to the deposit in the Escrow Account by the Purchaser funds equal to the proceeds of the sale of Shares to be sold at such Closing to such Purchaser (the “Requisite Funds”). On the Closing Date, provided that they the Company previously provides to the Escrow Agent a certificate of the Company’s Chief Executive Officer and Chief Financial Officer that the conditions to closing set forth in the previous paragraph have agreed been satisfied or waived, the Escrow Agent, pursuant to purchase the terms and conditions of the Escrow Agreement, shall release the Requisite Funds from the CompanyEscrow Account for collection by the Company and the Placement Agent as provided in the Escrow Agreement.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur within three business days (at the offices of Bxxxxxx Pxxxxxx & Hxxxxxxx, counsel to the Company, at 10000 Xx Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx at 9:00 a.m. local time on June 10, 2002 or on such other later place, time and date as the Placement Agent and the Company both agree) of the date of receipt may be agreed by the Company of confirmation by the Securities and Exchange Commission parties (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date"”). (b) to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver authorize its transfer agent (the “Transfer Agent”) to the issue to each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 under the Securities Act. The name(sCompany will deliver such certificate(s) in which (the stock certificates are “Certificates”) against delivery of payment for the Shares by the Purchasers. Prior to the Purchasers’ delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be registered are set forth in delivered upon Closing to the Stock Certificate Questionnaire office of the Purchasers (at the fax number indicated on the signature pages attached hereto as part of Appendix I. hereto). (c) The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company from stockholders holding rights to require the Company to register the sale of any securities owned by such holder in the Registration Statement (as defined below) of waivers of such rights (including the waiver of any notice requirements related to such rights); (ii) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (biii) the accuracy in all material respects of the representations and warranties made by the Company herein Purchasers and the fulfillment in all material respects of those undertakings of the Company Purchasers to be fulfilled prior before the Closing. (d) The Purchasers’ obligations to Closing. The accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligations hereunder are expressly not conditioned on ’s obligation: (i) the purchase representations and warranties made by the Company in this Agreement shall be accurate in all material respects (except to the extent any or representation and warranty is already qualified by materiality, in which case it shall be true and correct in all respects) and the undertakings of the Other Company shall have been fulfilled in all material respects on or before the Closing; (ii) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the board or president and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; (iii) the Company shall have delivered to Purchasers a legal opinion in substantially the form attached hereto as Exhibit A; (iv) the Company shall have obtained gross proceeds of at least $8,000,000 from the sale of the Shares at the Closing; (v) on the Closing Date, the Company will have complied with the requirements of NASDAQ Marketplace Rule 4350(i) to the satisfaction of the State of Wisconsin Investment Board (“SWIB”); and (vi) on the Closing Date, the Company’s transfer agent will have delivered to SWIB a certificate signed by such transfer agent that they the issued and outstanding capital stock of the Company consists of approximately 91,400,000 shares of Common Stock (plus or minus 500,000 shares). (e) The Company will have agreed to purchase the right, for a period of forty-five (45) days from the CompanyClosing Date, to issue and sell to one or more Satisfactory Investors, up to the number of Shares not purchased by the Purchasers hereunder. Such issuance shall be effected, if at all, by the execution and delivery of a Second Closing Agreement, the form of which is attached hereto as Exhibit B. Upon the closing of the sale of Shares to such Satisfactory Investors, such Satisfactory Investors shall be deemed “Purchasers” for purposes of this Agreement. As used herein, the term “Satisfactory Investors” means one or more persons identified by SWIB as being acceptable and SWIB has notified the Company in writing of such fact.

Delivery of the Shares at the Closing. The If the Company exercises the Option, the completion of the purchase and sale option exercise of the Shares (the "“Closing"”) shall occur within three business days (or at the offices of Xxxxx & Xxxxxxx L.L.P., 0000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 at 10:00 a.m. on such other later date as the Placement Agent and the Company both agree) of the date of receipt (the “Closing Date”) designated by the Company of confirmation by in its sole discretion; provided that the Securities and Exchange Commission (Closing shall occur not later than two business days after the "Commission") of Expiration Date. The Cash Dividend shall not apply to or be paid on the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwiseShares. At the Closing, the Company shall deliver to the Purchaser Stockholder one or more stock certificates registered in the name of the PurchaserStockholder, or or, if so indicated on the Stock Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser in writingStockholder, representing the number of Shares set forth that the Company elects to issue to the Stockholder at the Closing and bearing an appropriate legend referring to the fact that the Shares were issued in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 2 above4(2) thereof and Rule 506 promulgated thereunder. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price consideration for the Shares being purchased hereunder; (b) completion is represented by its irrevocable waiver of its rights to the Cash Dividend arising from Stockholder’s ownership of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Currently Owned Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy as set forth below in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the CompanySection 4 below.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur within at the offices of the Company, 00000 Xxxxxxxx Xxxx, XX, Xxxxxxxxxxx, Xxx Xxxxxx, 00000, on the date that is three business days (3) Trading Days following the date on which all of the conditions for Closing set forth below have been satisfied or waived by the appropriate party or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness is mutually agreed to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which Purchaser (the Purchasers will be notified by facsimile transmission or otherwise“Closing Date”). At the Closing, the Purchaser shall deliver, in immediately available funds, the full amount of the Total Purchase Price for the Shares by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 above1 above and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereof and Rule 506 thereunder. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price Total Purchase Price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy each of the representations and warranties of the Purchaser made by herein are true and correct in all respects as of the Purchasers date of this Agreement and as of the Closing; (c) the fulfillment of those all undertakings of the Purchasers Purchaser to be fulfilled on or prior to the Closing; (d) receipt by the Company from the Purchaser of a fully completed questionnaire attached hereto as Appendix I; and (e) delivery of a Registration Rights Agreement in the form attached hereto as Exhibit A (the “Registration Rights Agreement”) duly executed by the Purchaser. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditionsconditions precedent, any one or more of which may be waived by the Purchaser: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties made by of the Company made herein are true and correct in all respects as of the date of this Agreement and as of the Closing; (b) the fulfillment in of all material respects of those undertakings of the Company to be fulfilled on or prior to the Closing. The ; (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the conditions to Purchaser's ’s obligations hereunder set forth in clauses (a), (b) and (j) of this paragraph are expressly not conditioned fulfilled and satisfied; (d) receipt by the Purchaser of a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions adopted by the Company’s Board of Directors relating to this Agreement and the transactions contemplated hereby, (ii) the Company’s Restated Certificate of Incorporation and (iii) the Company’s By-laws, each as in effect at the Closing; (e) receipt by the Purchaser of a certificate, executed by the Company’s transfer agent and dated as of the Closing Date, evidencing the total number of shares outstanding as of a recent date, without giving effect to the issuance of the Shares; (f) the Common Stock (i) shall be listed on the purchase by any or all Nasdaq Global Market and (ii) shall not have been suspended, as of the Other Purchasers Closing Date, by the Securities and Exchange Commission (the “Commission”) or the Nasdaq Global Market from trading on the Nasdaq Global Market; (g) the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Shares; (h) delivery of a Registration Rights Agreement duly executed by the Company; (i) delivery of a legal opinion of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, as counsel to the Company with respect to Securities Act and Exchange Act matters, dated as of the Closing Date in the form attached hereto as Exhibit B; (j) the Closing Price of a share of Common Stock shall be at least $1.50 per share (as adjusted for stock splits, combinations, reclassifications and the like); and (k) the Purchaser shall have obtained all governmental and/or regulatory consents and approvals, if any, necessary for its purchase of the Shares that they have agreed to purchase from hereunder and for the Companypayment of the Total Purchase Price in respect thereof, including without limitation the P.R.C. National Development Reform Commission, the Ministry of Commerce, and State Administration of Foreign Exchange.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of Mxxxxxxx & Fxxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or or, if so indicated on the Stock Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereof and Rule 506 thereunder. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closingat least 2,000,000 Shares. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties made by of the Company made herein shall be accurate as of the Closing Date; (b) the delivery to the Purchaser by counsel to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Placement Agent; and (c) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to ClosingClosing and (d) completion of the purchases and sales under the Agreements of at least 2,000,000 Shares. The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (at the offices of Holland & Xxxx LLP, counsel to the Company, at 0000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 at 9:00 a.m. local time on April 16, 2001 or on such other later time and date as the Placement Agent and the Company both agree) of the date of receipt may be agreed by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time parties (the "Closing Date"). (b) to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver issue to the Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number Shares and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of Shares set forth in Section 2 abovethe Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The name(sCompany will deliver one certificate representing 80% of the Shares and another certificate representing 20% of the Shares (the "Certificates") in which against delivery of payment for the stock certificates are Shares by the Purchaser. Prior to the Purchaser's delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be registered are set forth in delivered upon Closing to the Stock Certificate Questionnaire office of the Purchaser (at the fax number indicated on the signature pages attached hereto as part of Appendix I. hereto). (c) The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company from stockholders holding rights to require the Company to register the sale of any securities owned by such holder in the Registration Statement (as defined below) of waivers of such rights (including the waiver of any notice requirements related to such rights); (ii) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (biii) the accuracy in all material respects of the representations and warranties made by the Company herein Purchaser and the fulfillment in all material respects of those undertakings of the Company Purchaser to be fulfilled prior to before the Closing. . (d) The Purchaser's obligations hereunder are expressly not conditioned on to accept delivery of such stock certificates and to pay for the purchase Shares evidenced by the Certificates shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (i) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Other Purchasers Company required by their respective terms to be completed prior to Closing shall have been fulfilled in all material respects on or before the Closing; (ii) the Company shall have delivered to the Purchaser a certificate executed by the chairman of the Shares that they have agreed to purchase from board or president and the chief financial or accounting officer of the Company., dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and (iii) the Company shall have delivered to Purchaser a legal opinion in substantially the form attached hereto as Exhibit A.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx Xxxxxxxxxx 00000, as the Placement Agent soon as practicable and the Company both agree) of the date of receipt as agreed by the Company of confirmation parties hereto following notification by the Securities and Exchange Commission (the "Commission") to the Company of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and Bear Xxxxxxx & Co. Inc. (the "Placement Agent Agent") and of which the Purchasers will be notified by facsimile transmission or otherwise. . (b) At the Closing, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to issue to the Purchaser one or more stock certificates certificates, as designated by the Purchaser, registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 abovePurchaser's Shares. The name(sCompany will deliver such certificate(s) in which (the stock certificates are "Certificates") against delivery of payment for the Purchaser's Shares by the Purchaser. Prior to the Purchaser's delivery of payment for the Purchaser's Shares, the Company will deliver via facsimile a copy of the Certificates to be registered are set forth in delivered upon Closing to the Stock Certificate Questionnaire office of the Purchasers (at the fax number indicated on the signature pages attached hereto as part of Appendix I. hereto). (c) The Company's obligation to complete the purchase and sale of the Purchaser's Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company of same-day funds the original Promissory Note, a portion of the principal amount of which shall have been canceled in the full amount of the purchase price for the Shares being purchased hereunder; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (bii) the accuracy in all material respects of the representations and warranties made by the Company herein Purchaser and the fulfillment in all material respects of those undertakings of the Company Purchaser to be fulfilled prior to before the Closing. . (d) The Purchaser's obligations hereunder are expressly not conditioned on obligation to accept delivery of such stock certificates and to pay for the purchase Purchaser's Shares evidenced by the Certificates shall be subject to the following conditions, any one or more of which may be waived by the Purchaser with respect to the Purchaser's obligation: (i) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Other Purchasers Company shall have been fulfilled in all material respects on or before the Closing; (ii) the Company shall have delivered to the Purchaser a certificate executed by the president and the chief financial officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; (iii) the Company shall have delivered to the Purchasers and the Placement Agent a legal opinion in a form reasonably acceptable to the Purchaser and the Placement Agents; (iv) the Company shall have delivered to the Purchaser a new promissory note in principal amount equal to the portion of the Promissory Note that is not canceled in consideration for the Shares purchased hereunder (with such amount to be adjusted to reflect any interest that they has accrued and remains unpaid under the Promissory Note as of the Closing Date); (v) the Company shall have agreed to purchase obtained gross proceeds of at least Twenty Five Million Dollars ($25,000,000) from the Companysale of the shares in the PIPE Transaction at the Closing; (vi) the Commission shall have notified the Company of the Commission's willingness to declare the Registration Statement effective; and (vii) the Closing shall have occurred no later than one hundred twenty (120) days after the date hereof.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which Agents shall agree in writing, but in any event not prior to the Purchasers will date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the “Closing Date”). The Purchaser shall be notified by facsimile transmission or otherwiseotherwise of the time of the Closing. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend, as described in Section 5.7 below, referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) thereof. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy in all material respects of the representations and warranties made by the Purchasers (as if such representations and warranties were made on the Closing Date) and the fulfillment in all material respects of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties made by of the Company made herein and shall be accurate as of the Closing Date; (b) the delivery to the Purchaser by counsel to the Company of a favorable legal opinion in substantially the form attached hereto as Exhibit A hereto; (c) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on ; and (d) the purchase receipt by any the Placement Agents of letters from KPMG LLP, independent public or all of the Other Purchasers of the Shares that they have agreed to purchase from certified public accountants for the Company, dated the date hereof and the Closing Date, each addressed to the Placement Agents, in form and substance satisfactory to the Placement Agents.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as soon as practicable and as agreed by the Placement Agent parties hereto following receipt of evidence satisfactory to the Company and the Company both agree) Purchaser that the Certificate has been filed with and accepted by the Secretary of State of the date State of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") Delaware, at a place and time (the "Closing Date") to be agreed upon by the Company Company, and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing; and (d) receipt of evidence satisfactory to it that the Certificate has been filed with and accepted by the Secretary of State of the State of Delaware. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing; and (b) receipt of evidence satisfactory to it that the Certificate has been filed with and accepted by the Secretary of State of the State of Delaware. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Purchaser shall deliver, in immediately available funds, the full amount of the purchase price for the Shares being purchased hereunder by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser (or its designated custodian per its delivery instructions) one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth on the signature page attached hereto and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 2 above4(a)(2) thereof and Rule 506 thereunder. The Company will promptly substitute one or more replacement certificates without the legend at such time as the registration statement filed by the Company pursuant to Section 7.1 hereof (the “Registration Statement”) becomes effective. The name(s) in which the stock certificates are to be registered are set forth in the Stock Securities Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) certificates to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) following the Purchaser’s receipt of its Shares, receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) concurrent completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those any and all undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) certificates and to pay for the Shares evidenced thereby shall be subject to the following conditions: : (ai) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties of the Company made herein shall be accurate in all respects as of the Closing Date; (ii) the delivery to the Placement Agent on behalf of the Purchaser by counsel to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Placement Agent; (iii) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct in all material respects (except to the extent that any of such representations and warranties is qualified by materiality or Material Adverse Effect, in such case, such representations and warranties shall be accurate in all respects) as of the date of this Agreement and as of such Closing Date and that the Company has complied in all material respects with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (iv) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. ; (v) The Common Stock (i) shall be designated for listing and quotation on NASDAQ and (ii) shall not have been suspended, as of the Closing Date, by the Commission or NASDAQ from trading on NASDAQ nor shall suspension by the Commission or NASDAQ have been threatened, as of the Closing Date, either (A) in writing by the Commission or NASDAQ or (B) by falling below the minimum listing maintenance requirements of NASDAQ; (vi) The Company shall receive at the Closing aggregate gross proceeds from the sale of Shares to all Purchasers of at least $42.5 million, at a price per share equal to the price per share hereunder, and shall simultaneously issue and deliver at the Closing to the Purchasers an aggregate number of Shares equal to such gross proceeds divided by such price per share; (vii) The purchase of Shares by the Purchaser shall not (i) cause the Purchaser or any of its affiliates to violate any banking regulation, (ii) require the Purchaser or any of its affiliates to file a prior notice under the Change in Bank Control Act (the “CIBC Act”), or otherwise seek prior approval of any banking regulator, (iii) require the Purchaser or any of its affiliates to become a bank holding company or otherwise serve as a source of strength for the Company or any subsidiary or (iv) cause the Purchaser's obligations hereunder are expressly , together with any other person whose Company securities would be aggregated with the Purchaser’s Company securities for purposes of any banking regulation or law, to collectively be deemed to own, control or have the power to vote securities which would represent more than 9.9% of any class of voting securities of the Company outstanding at such time; (viii) Since the date hereof, there shall not conditioned be any action taken, or any law, rule or regulation enacted, entered, enforced or deemed applicable to the Company or its subsidiaries, the Purchaser (or its affiliates) or the transactions contemplated by this Agreement, by any bank regulatory authority which imposes any restriction or condition on the purchase Company or its subsidiaries or the Purchaser or any of its affiliates (other than such restrictions as are described in any passivity or anti-association commitments, as may be amended from time to time, entered into by the Purchaser) which the Purchaser determines, in its reasonable good faith judgment, is materially and unreasonably burdensome on the Company’s business following the Closing or on the Purchaser (or any of its affiliates) or all would reduce the economic benefits of the Other Purchasers transactions contemplated by this Agreement to the Purchaser to such a degree that the Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date hereof (any such condition or restriction, a “Burdensome Condition”), and, for the avoidance of doubt, any requirements to disclose the identities of limited partners, shareholders or non-managing members of the Shares that they have agreed to purchase from Purchaser or its affiliates or its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by the CompanyPurchaser in its sole discretion; and (ix) That certain Agreement and Plan of Merger by and between NB&T Financial Group, Inc. (“NB&T”) and the Company dated as of August 4, 2014 (the “Acquisition Agreement”) shall be in full force in effect.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur at the offices of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000 as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree upon in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time appropriate party (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise). At As soon as practicable after the Closing, the Company shall deliver cause to be delivered to the Purchaser one or more stock certificates registered in the name of the Purchaser, or or, if so indicated on the Stock Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number of Shares set forth on Appendix I attached hereto and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 2 above4(2) thereof and Rule 506 promulgated thereunder. The name(s) in which the stock certificates certificate(s) are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares at the Closing and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (ai) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (bii) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (ciii) the accuracy in all material respects of the representations and warranties made by the Purchasers (as if such representations and warranties were made on the Closing Date) and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (ai) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties made by of the Company made herein shall be accurate in all material respects as of the Closing Date; (ii) the delivery to the Placement Agents by counsel to the Company of a legal opinion described in Section 4.18 of this Agreement; (iii) the delivery to the Purchaser of the officer certificate and secretary certificate described in Section 4.19 of this Agreement; (iv) the delivery to the Placement Agents of certificates of good standing from the respective states of incorporation or formation of the Company and Pioneer Drilling Services, Ltd., a Texas limited partnership, dated as of a recent date prior to the Closing; (v) completion of purchases and sales under Agreements with Other Purchasers in an aggregate amount of at least $15,000,000 in gross proceeds to the Company in a single closing; and (vi) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they agree or have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of LeClairRyan, 000 Xxxx Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000 as soon as practicable and as agreed to by the parties hereto, within three seven days following the execution of the Agreements (but no earlier than the first business days (day after the date of this Agreement), or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, (i) the Company shall deliver to the Purchaser (or its designated custodian per its delivery instructions) one or more stock certificates (or facsimiles or .pdf scanned copies of stock certificates with physical stock certificates to follow) registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth on the signature page attached hereto and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 2 above4(a)(2) thereof and Rule 506 thereunder and (ii) upon receipt of the facsimiles or .pdf scanned copies of stock certificates, the Purchaser shall deliver, in immediately available funds, the full amount of the purchase price for the Shares being purchased hereunder by wire transfer to an account designated by the Company. For purposes of clarity, the Purchaser shall not be required to wire its aggregate purchase price until it (or its designated custodian per its delivery instructions) confirms receipt of its Shares. The Company will promptly substitute one or more replacement certificates without the legend at such time as the registration statement filed by the Company pursuant to Section 7.1 hereof (the “Registration Statement”) becomes effective. The name(s) in which the stock certificates are to be registered are set forth in the Stock Securities Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) certificates to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) following the Purchaser’s receipt of its Shares, receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) concurrent completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those any and all undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) certificates and to pay for the Shares evidenced thereby shall be subject to the following conditions: : (ai) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties of the Company made herein shall be accurate in all material respects as of the date of this Agreement and as of the Closing date, as though made on and as of such date, except for such representations and warranties that speak as of a specific date; (ii) the delivery to the Placement Agent on behalf of the Purchaser by Squire Xxxxxx Xxxxx (US) LLP, counsel to the Company, and Xxxxxxx Xxxxxx & Battle, PLLC, counsel to the Company with respect to certain matters of West Virginia law, of legal opinions in a form reasonably satisfactory to counsel for the Placement Agent, and the Purchaser shall be expressly permitted to rely on such opinions; (iii) receipt by the Purchaser of a certificate executed by the chief executive officer or the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct in all material respects (except to the extent that any of such representations and warranties is qualified by materiality or Material Adverse Effect (as defined in Section 4.5 below), in such case, such representations and warranties shall be accurate in all respects) as of the date of this Agreement and as of such Closing Date, as though made on and as of such date, except for such representations and warranties that speak as of a specific date, and that the Company has complied in all material respects with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (iv) receipt by the Purchaser of a certificate executed by the secretary of the Company, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the issuance of the Shares, (b) certifying the current versions of the Company’s articles of incorporation and bylaws, each as amended, and (c) certifying as to the signatures and authority of persons signing the this Agreement and the related transaction documents on behalf of the Company; (v) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. ; (vi) The Company shall receive at the Closing aggregate gross proceeds from the sale of Shares to all Purchasers of at least $22 million, at a price per share equal to $11.50, and shall simultaneously issue and deliver at the Closing to the Purchasers an aggregate number of Shares equal to such gross proceeds divided by such price per share; (vii) The purchase of Shares by the Purchaser shall not (i) cause the Purchaser or any of its affiliates to violate any banking regulation, (ii) require the Purchaser or any of its affiliates to file a prior notice under the Change in Bank Control Act (the “CIBC Act”), or otherwise seek prior approval of any banking regulator, (iii) require the Purchaser or any of its affiliates to become a bank holding company or otherwise serve as a source of strength for the Company or any subsidiary -3- or (iv) cause the Purchaser's obligations hereunder are expressly , together with any other person whose Company securities would be aggregated with the Purchaser’s Company securities for purposes of any banking regulation or law, to collectively be deemed to own, control or have the power to vote securities which would represent more than 9.9% of any class of voting securities of the Company outstanding at such time; (viii) since the date hereof, there shall not conditioned be any action taken, or any law, rule or regulation enacted, entered, enforced or deemed applicable to the Company or its subsidiaries, the Purchaser (or its affiliates) or the transactions contemplated by this Agreement, by any bank regulatory authority which imposes any restriction or condition on the purchase Company or its subsidiaries or the Purchaser or any of its affiliates (other than such restrictions as are described in any passivity or anti-association commitments, as may be amended from time to time, entered into by the Purchaser) which the Purchaser determines, in its reasonable good faith judgment, is materially and unreasonably burdensome on the Company’s business following the Closing or on the Purchaser (or any of its affiliates) or all would reduce the economic benefits of the Other Purchasers transactions contemplated by this Agreement to the Purchaser to such a degree that the Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date hereof (any such condition or restriction, a “Burdensome Condition”), and, for the avoidance of doubt, any requirements to disclose the identities of limited partners, shareholders or non-managing members of the Shares that they Purchaser or its affiliates or its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by the Purchaser in its sole discretion; (ix) the Common Stock (i) shall be designated for listing and quotation on the OTC Markets Group, Inc.’s OTCQB and (ii) shall not have agreed to purchase been suspended, as of the Closing Date, by the Securities and Exchange Commission (the “Commission”) or the OTC Markets Group, Inc. from trading on the CompanyOTCQB nor shall suspension by the Commission or the OTC Markets Group, Inc. have been threatened, as of the Closing Date, either (A) in writing by the Commission or the OTC Markets Group, Inc. or (B) by falling below the minimum listing maintenance requirements of the OTC Markets Group, Inc.; and (x) no Material Adverse Effect (as defined below) shall have occurred since the date of this Agreement.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Company, at 0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, at 9:00 a.m. local time on April 11, 2002 or on such other later time and date as the Placement Agent and the Company both agree) of the date of receipt may be agreed by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time parties (the "Closing Date"). (b) to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to the issue to each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The name(sCompany will deliver one certificate representing 400,000 Shares and one certificate representing 100,000 Shares (the "Certificates") in which against delivery of payment for the stock certificates are Shares by the Purchasers. Prior to the Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be registered are set forth in delivered upon Closing to the Stock Certificate Questionnaire office of the Purchasers (at the fax number indicated on the signature pages attached hereto as part of Appendix I. hereto). (c) The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company from stockholders holding rights to require the Company to register the sale of any securities owned by such holder in the Registration Statement (as defined below) of waivers of such rights (including the waiver of any notice requirements related to such rights); (ii) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (biii) the accuracy in all material respects of the representations and warranties made by the Company herein Purchasers and the fulfillment in all material respects of those undertakings of the Company Purchasers to be fulfilled prior before the Closing. (d) The Purchasers' obligations to Closing. The accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligations hereunder are expressly not conditioned on obligation: (i) the purchase representations and warranties made by any or the Company in this Agreement shall be accurate in all material respects and the undertakings of the Other Company shall have been fulfilled in all material respects on or before the Closing; (ii) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the board or president and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and (iii) the Company shall have delivered to Purchasers a legal opinion in substantially the form attached hereto as Exhibit A. (iv) the Company shall have obtained gross proceeds of at least $500,000.00 from the sale of the Shares that they have agreed to purchase from at the CompanyClosing.

Delivery of the Shares at the Closing. The completion of the ------------------------------------- purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as soon as practicable and as agreed by the Placement Agent and parties hereto following notification by the Company both agree) staff of the date of receipt by the Company of confirmation by the U.S. Securities and Exchange Commission (the "Commission") to the Company of the Commissionstaff's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as may be designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(2) thereof and Rule 506 thereunder. The Company will promptly substitute one or more replacement certificates without the legend at such time as the Registration State- ment becomes effective. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the staff of the Commission has having notified the Company of the Commissionstaff's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such the Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing, including the Company's undertaking to prepare and file the Registration Statement pursuant to Section 7.1(a) hereof. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing") ), shall occur within three business days (at the offices of Perkxxx Xxxe LLP, 1201 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000, xxunsel to the Company, at 5:00 p.m. PDT on August 25, 2000 or on such other later time and date as the Placement Agent and the Company both agree) of the date of receipt may be agreed by the Company of confirmation by the Securities and Exchange Commission parties. (the "Commission"b) of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to issue to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The name(s) in which Company will deliver certificates representing the stock certificates are to be registered are number of Shares set forth in Section 2 against delivery of payment for the Stock Certificate Questionnaire attached hereto as part of Appendix I. Shares by the Purchaser via wire transfer to the account designated in Schedule B. (c) The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (bii) the accuracy in all material respects of the representations and warranties made by the Company herein Purchaser and the fulfillment in all material respects of those undertakings of the Company Purchaser to be fulfilled prior to on or before the Closing. . (d) The Purchaser's obligations hereunder obligation to accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (i) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing; (ii) the Company shall have delivered to the Purchaser a certificate executed by the president and chief operating officer or other executive officer of the Company, dated the Closing date, in form and substance reasonably satisfactory to the Purchaser, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are expressly not conditioned true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing date; and (iii) the Company shall have obtained aggregate gross proceeds of at least $20 million from the Offering on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the CompanyClosing date.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur within three business days (or remotely via the exchange of documents and signatures as soon as practicable on such other later date as the Placement Agent and the Company both agree) of the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Purchaser shall deliver, in immediately available funds, the full amount of the Purchase Price for the Shares being purchased hereunder by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser one the number of Shares set forth in Section 2 above in book-entry form, free and clear of any liens or more stock certificates registered other restrictions whatsoever (other than those arising under state or federal securities laws or as set forth herein) in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing. In addition, representing at the Closing, the Company will request the Transfer Agent (as defined below) to deliver to the Purchaser a statement setting forth the number of Shares set forth in Section 2 abovedelivered to the Purchaser. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) the number of Shares set forth in Section 2 above to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price Purchase Price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties in all material respects (other than the representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) made by the Purchasers Purchaser on the Closing Date (unless as of a specific date therein in which case they shall be accurate as of such date); and (c) the fulfillment in all material respects of those undertakings of the Purchasers Purchaser to be fulfilled prior to the Closing. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) the number of Shares set forth in Section 2 above and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties of the Company made herein shall be accurate in all material respects (other than the representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) as of the Closing Date (unless as of a specific date therein, in which case they shall be accurate as of such date); (b) the delivery to the Purchaser and the Placement Agent (as defined below) by counsel to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Placement Agent; (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct in all material respects (other than the representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) as of the date of this Agreement and as of such Closing Date and that the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (d) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to or at the Closing. The Purchaser's obligations hereunder are expressly not conditioned on ; (e) there shall have been no Material Adverse Effect (as defined below) with respect to the purchase by any or all of Company since the Other Purchasers of the Shares that they have agreed to purchase date hereof; (f) from the Companydate hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission (the “Commission”) or the Nasdaq Stock Market LLC (the “Nasdaq”), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited nor shall a banking moratorium have been declared either by the United States or New York State authorities; and (g) the Company shall have submitted to Nasdaq a Listing of Additional Shares Notification related to the Shares.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Purchaser Shares”) referenced in the first paragraph of Section 2 hereof (the “Closing"”) shall occur as soon as practicable at such place within three business days (the jurisdiction referenced in Section 5.7 as agreed to by the parties hereto, on the date of and concurrently with the execution of this Agreement, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or or, if so indicated on the Stock Certificate Questionnaire attached hereto as Appendix II, in such nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number of Shares set forth on the signature pages hereto, each bearing an appropriate legend referring to the fact that the Purchaser Shares were sold in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 2 above4(2) thereof and Rule 506 thereunder. The name(s) name or names in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. II. The Company's ’s obligation to complete the purchase and sale of the Purchaser Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Purchaser Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company Purchaser in Section 5.8 hereof, and the accuracy of all other representations and warranties made herein by the Purchaser (in each case, as if such representations and warranties were made on the Closing Date), and the fulfillment in all material respects of those undertakings made herein by the Purchaser to be fulfilled prior to the Closing. The Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Purchaser Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) each of the representations and warranties of the Company made herein which is qualified by materiality or material adverse effect or words of similar effect shall be accurate in all respects as of the Closing Date (except to the extent any such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be accurate as of such date), and each of the representations and warranties of the Company made herein which is not so qualified shall be accurate in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be accurate in all material respects as of such date); (b) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that (i) each of the representations and warranties of the Company made herein which is qualified by materiality or material adverse effect or words of similar effect shall be accurate in all respects as of the Closing Date (except to the extent such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be accurate as of such date), and each of the representations and warranties of the Company made herein which is not so qualified shall be accurate in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be accurate in all material respects as of such date) and (ii) the Company has complied in all material respects with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; and (c) the fulfillment in all material respects of those undertakings made herein by the Company to be fulfilled prior to the Closing. The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers Purchasers, if any, of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Purchaser shall deliver, in immediately available funds, the full amount of the purchase price for the Shares being purchased hereunder by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) thereof and Rule 506 thereunder. The Company will promptly substitute one or more replacement certificates without the legend at such time as the Registration Statement becomes effective. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. ; and (d) receipt by the Company from the Purchaser of a fully completed questionnaire attached hereto as Appendix I. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties of the Company made herein shall be accurate as of the Closing Date; (b) the delivery to the Purchaser by counsel to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Placement Agents; (c) the delivery to the Purchaser by intellectual property counsel to the Company of a legal opinions in a form reasonably satisfactory to counsel to the Placement Agents; (d) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct as of the date of this Agreement and as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (f) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to the Closing; (g) the delivery to the Purchaser of a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Closing Date; (h) receipt by the Purchaser of a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions adopted by the Company’s Board of Directors relating to the Agreements and the transactions contemplated thereby in a form reasonably acceptable to the Placement Agents, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing; (i) receipt by the Purchaser of a certificate, executed by the Company’s transfer agent and dated as of the Closing Date, evidencing the total number of shares outstanding as of a recent date, without giving effect to the issuance of the Shares; (j) the Common Stock (i) shall be listed on the Nasdaq Global Market and (ii) shall not have been suspended, as of the Closing Date, by the Securities and Exchange Commission (the “Commission”) or the Nasdaq Global Market from trading on the Nasdaq Global Market nor shall suspension by the Commission or the Nasdaq Global Market have been threatened, as of the Closing Date, either (A) in writing by the Commission or the Nasdaq Global Market or (B) by falling below the minimum listing maintenance requirements of the Nasdaq Global Market; and (k) the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Shares. The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (at the offices of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, XX counsel to the Company, at One Xxxxxx Xxxxx, Xxxxx Xxxxxx Xxxer, Suite 3300, San Xxxxxxxxx, Xxxxxxxxxx 00000 xx 9:00 a.m. local time on February 6, 2001 or on such other later time and date as the Placement Agent and the Company both agree) of the date of receipt may be agreed by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time parties (the "Closing Date"). (b) to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to the issue to each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The name(sCompany will deliver certificates in such denominations as requested by the Purchasers (the "Certificates") in which against delivery of payment for the stock certificates are Shares by the Purchasers. Prior to the Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be registered are set forth in delivered upon Closing to the Stock Certificate Questionnaire office of the Purchasers (at the fax number indicated on the signature pages attached hereto as part of Appendix I. hereto). (c) The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (bii) the accuracy in all material respects of the representations and warranties made by the Company herein Purchasers and the fulfillment in all material respects of those undertakings of the Company Purchasers to be fulfilled prior before the Closing. (d) The Purchasers' obligations to Closing. The accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligations hereunder are expressly not conditioned on obligation: (i) the purchase representations and warranties made by any or the Company in this Agreement shall be accurate in all material respects and the undertakings of the Other Company shall have been fulfilled in all material respects on or before the Closing; (ii) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the board or president and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and (iii) the Company shall have delivered to Purchasers a legal opinion in substantially the form attached hereto as Exhibit A. (iv) the Company shall have obtained gross proceeds of at least $4,000,000.00 from the sale of the Shares that they have agreed to purchase from at the CompanyClosing.

Delivery of the Shares at the Closing. 3.1 The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later at the offices of Hale and Dorr LLP, counsel to the Company, at 650 College Road Easx, Princxxxx, New Jersey 08540 at 11:00 a.m. xxxxx xxxx xx Xxxxxxx, Xxxx 00, 0000, xx xxxx xxxer time and date as the Placement Agent and the Company both agree) of the date of receipt may be agreed by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time parties (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. ). 3.2 At the Closing, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to issue to the Purchaser one or more two (2) stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writingwriting and as follows: the Company will deliver one certificate representing 1,456,000 Shares and one certificate representing 364,000 Shares (the "Certificates") against delivery of payment for the Shares by the Purchaser. Prior to the Purchaser's delivery of payment for the Shares, representing the number Company will deliver via facsimile a copy of Shares set forth in Section 2 above. The name(s) in which the stock certificates are Certificates to be registered are set forth in delivered upon Closing to the Stock Certificate Questionnaire office of the Purchaser (at the fax number indicated on the signature page attached hereto as part of Appendix I. hereto). 3.3 The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and and (b) the accuracy in all material respects of the representations and warranties made by the Company herein Purchaser and the fulfillment in all material respects of those undertakings of the Company Purchaser to be fulfilled prior to before the Closing. . 3.4 The Purchaser's obligations hereunder are expressly not conditioned on obligation to accept delivery of such stock certificates and to pay for the purchase Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by the Purchaser with respect to such Purchaser's obligation: (a) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Other Purchasers Company shall have been fulfilled in all material respects on or before the Closing; (b) the Company shall have delivered to the Purchaser a certificate executed by the chairman of the Shares that they have agreed to purchase from board or president and the chief financial or accounting officer of the Company., dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, if later, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and (c) the Company shall have delivered to Purchaser a legal opinion in substantially the form attached hereto as Exhibit A.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Purchaser shall deliver, in immediately available funds, the full amount of the Purchase Price for the Shares being purchased hereunder by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Schedule 1 and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 2 above4(2) thereof and Rule 506 thereunder. The Company will promptly substitute one or more replacement certificates without the legend at such time as the Securities are sold pursuant to the Registration Statement (as defined herein) or the Securities may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can be immediately sold. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price Purchase Price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers (as if such representations and warranties were made on the Closing Date) and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified Company shall have filed the Company Certificate of Designation with the Secretary of State of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the CompanyState of Michigan; and (b) the accuracy in all material respects each of the representations and warranties of the Company made herein shall be accurate as of the Closing Date; (c) the delivery to the Purchaser by counsel to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Placement Agent and the Purchaser; (d) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct as of the date of this Agreement and as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (e) the receipt by the Purchasers of voting agreements from stockholders holding at least 45% of the outstanding Common Stock of the Company prior to the date hereof pursuant to which such stockholders will agree to vote their shares for the Stockholders Approval (as defined below); (f) the Company having received a gross proceeds of at least $100,000,000 from the sale of the Shares; (g) the approval of the Supplemental Listing Application by the New York Stock Exchange (the “NYSE”) for the Common Stock and Conversion Shares; and (h) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to the Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation soon as practicable following notification by the Securities and Exchange Commission (the "Commission") to the Company of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company Company, and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day New York Clearing House funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement is effective and was first declared effective on or prior to the 75th 60th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Purchaser Shares”) referenced in the first paragraph of Section 2 hereof (the “Closing"”) shall occur within three business days (at the offices of Xxxxxxxx & Xxxxxx, LLP, 0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx as soon as practicable and as agreed to by the parties hereto, on the date of and concurrently with the execution of this Agreement, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or or, if so indicated on the Stock Certificate Questionnaire attached hereto as Appendix II, in such nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number of Shares set forth on the signature pages hereto, each bearing an appropriate legend referring to the fact that the Purchaser Shares were sold in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 2 above4(2) thereof and Rule 506 thereunder. The name(s) name or names in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. II. The Company's ’s obligation to complete the purchase and sale of the Purchaser Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Purchaser Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers[omitted]; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company Purchaser in Section 5.8 hereof, and the accuracy of all other representations and warranties made herein by the Purchaser (in each case, as if such representations and warranties were made on the Closing Date), and the fulfillment in all material respects of those undertakings made herein by the Purchaser to be fulfilled prior to the Closing. The Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Purchaser Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) each of the representations and warranties of the Company made herein which is qualified by materiality or material adverse effect or words of similar effect shall be accurate in all respects as of the Closing Date (except to the extent any such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be accurate as of such date), and each of the representations and warranties of the Company made herein which is not so qualified shall be accurate in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be accurate in all material respects as of such date); (b) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that (i) each of the representations and warranties of the Company made herein which is qualified by materiality or material adverse effect or words of similar effect shall be accurate in all respects as of the Closing Date (except to the extent such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be accurate as of such date), and each of the representations and warranties of the Company made herein which is not so qualified shall be accurate in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be accurate in all material respects as of such date) and (ii) the Company has complied in all material respects with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; and (c) the fulfillment in all material respects of those undertakings made herein by the Company to be fulfilled prior to the Closing. The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers Purchasers, if any, of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or or, if so indicated on the Stock Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereof and Rule 506 thereunder. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers (as if such representations and warranties were made on the Closing Date) and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing.; and (d) a minimum aggregate purchase price by all Purchasers of $6,651,248 for the Shares. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser in writing: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties made by of the Company made herein and shall be accurate as of the Closing Date; (b) the delivery to the Purchaser by Dechert LLP of a legal opinion in a form reasonably satisfactory to counsel to the Placement Agent; (c) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing; and (d) a minimum aggregate purchase price by all Purchasers of $6,651,248 for the Shares. The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (at the offices of Cooley Godward LLP, counsel to the Company, at 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx at 9:00 a.m. local time on April 13, 2000 or on such other later time and date as the Placement Agent and the Company both agree) of the date of receipt may be agreed by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time parties (the "Closing Date"). (b) to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to the issue to each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The name(s) in which Company will deliver certificates representing the stock certificates are to be registered are number of Shares set forth in Section 2 (the Stock Certificate Questionnaire "Certificates") against delivery of payment for the Shares by the Purchasers. Prior to the Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be delivered upon Closing to the office of the Purchasers (at the fax number indicated on the signature pages attached hereto as part of Appendix I. hereto). (c) The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company from stockholders holding rights to require the Company to register the sale of any securities owned by such holder in the Registration Statement (as defined below) of waivers of such rights (including the waiver of any notice requirements related to such rights); (ii) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (biii) the accuracy in all material respects of the representations and warranties made by the Company herein Purchasers and the fulfillment in all material respects of those undertakings of the Company Purchasers to be fulfilled prior before the Closing. (d) The Purchasers' obligations to accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligation: (i) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing. The ; (ii) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the board or president and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and (iii) the Company shall have delivered to Purchasers a legal opinion in substantially the form attached hereto as Exhibit A. (iv) the Company shall have obtained gross proceeds of at least $15 million from the sale of the Shares at the Closing. (e) Each Purchaser's obligations hereunder under this Agreement are expressly not conditioned on the purchase by any or all of the Other other Purchasers of the Shares that they have agreed to purchase from the CompanyCompany under this Agreement.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date at the offices of , counsel to the Company, at 227, West Monroe Street, Chicago, Illinois 60606 at 9:00 a.m. local txxx xx Xxx 0, 0000, xx xxxx xxxxx xxxx xxx xxxx as the Placement Agent and the Company both agree) of the date of receipt may be agreed by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time parties, (the "Closing Date"). (b) to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to the issue to each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth in Section 2 above. The name(sCompany will deliver one certificate representing 1,325,967 Shares and one certificate representing 331,492 Shares (the "Certificates") in which against delivery of payment for the stock certificates are Shares by the Purchasers. Prior to the Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be registered are set forth in delivered upon Closing to the Stock Certificate Questionnaire office of the Purchasers (at the fax number indicated on the signature pages attached hereto as part of Appendix I. hereto). (c) The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (bii) the accuracy in all material respects of the representations and warranties made by the Company herein Purchasers and the fulfillment in all material respects of those undertakings of the Company Purchasers to be fulfilled prior before the Closing. (d) The Purchasers' obligations to Closing. The accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligations hereunder are expressly not conditioned on obligation: (i) the purchase representations and warranties made by any or the Company in this Agreement shall be accurate in all material respects and the undertakings of the Other Company shall have been fulfilled in all material respects on or before the Closing; (ii) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the Shares that they have agreed to purchase from board or president and the chief financial or accounting officer of the Company., dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and (iii) the Company shall have delivered to Purchasers a legal opinion in substantially the form attached hereto as Exhibit A.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (at the offices of Stroock & Stroock & Xxxxx, Seven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on January __, 1997, at 10:00 a.m., Eastern Time, or on at such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: Company (which waiver, in the case of (c) below, shall be in an express writing): (a) receipt by the Company of same-day New York Clearing House funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing, including the following: LEGAL OPINION. The Purchaser's obligations hereunder are expressly not conditioned on Prior to and as a condition to the purchase by any or all Closing, the Company will cause Xxxxxxx, Phleger & Xxxxxxxx LLP, counsel to the Company ("Company Counsel"), to deliver its legal opinion to the Placement Agent reasonably satisfactory to the Placement Agent and counsel to the Placement Agent. Such opinion shall also state that each of the Other Purchasers of the Shares that they have agreed may rely thereon as though it were addressed directly to purchase from the Companysuch Purchaser.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Purchaser Shares”) referenced in the first paragraph of Section 2 hereof (the “Closing"”) shall occur as soon as practicable at such place within three business days (the jurisdiction referenced in Section 5.7 as agreed to by the parties hereto, on the date of and concurrently with the execution of this Agreement, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or or, if so indicated on the Stock Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number of Shares set forth on the signature pages hereto, each bearing an appropriate legend referring to the fact that the Purchaser Shares were sold in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 2 above4(2) thereof and Rule 506 thereunder. The name(s) name or names in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Purchaser Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Purchaser Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company Purchaser in Section 5.8 hereof, and the accuracy of all other representations and warranties made herein by the Purchaser (in each case, as if such representations and warranties were made on the Closing Date), and the fulfillment in all material respects of those undertakings made herein by the Purchaser to be fulfilled prior to the Closing. The Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Purchaser Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) each of the representations and warranties of the Company made herein which is qualified by materiality or material adverse effect or words of similar effect shall be accurate in all respects as of the Closing Date (except to the extent any such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be accurate as of such date), and each of the representations and warranties of the Company made herein which is not so qualified shall be accurate in all material respects as of the Closing Date (except to the extent such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be accurate in all material respects as of such date); and (b) the fulfillment in all material respects of those undertakings made herein by the Company to be fulfilled prior to the Closing. The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers Purchasers, if any, of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of this Agreement, or on such other later date as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Purchaser shall deliver, in immediately available funds, the full amount of the purchase price for the Shares being purchased hereunder by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Common Stock was sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) thereof and Rule 506 thereunder. The name(s) in which the stock certificates are to be registered are set forth in the Stock Securities Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers Purchaser and the fulfillment of those undertakings of the Purchasers Purchaser to be fulfilled prior to the Closing. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties made by of the Company made herein (i) that are not qualified by Material Adverse Effect (as defined in Section 4.5 below) shall be accurate as of the Closing Date except to the extent the failure of the representations and warranties would not have a Material Adverse Effect and (ii) that are qualified by Material Adverse Effect will be accurate as of the Closing Date as so qualified and (b) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion Closing for the purchase of the purchase and sale of the Shares (the "Closing") ------------------------------------- shares shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company Cortex and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwiseShire. At the Closing, Shire shall pay to Cortex the Company aggregate purchase price for the Shares being purchased hereunder and Cortex shall deliver to the Purchaser Shire one or more stock certificates registered in the name of the PurchaserShire, or in such nominee name(s) as designated in writing by the Purchaser in writingShire, representing the number of Shares set forth in Section 2 abovebeing purchased. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The CompanyCortex's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser Shire at the Closing shall be subject to the following conditions, any one or more of which may be waived by the CompanyCortex: (a) receipt by the Company Cortex of same-day funds a certified or bank check or wire transfer in the full amount of the purchase price for the Shares being purchased hereunder; hereunder and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy in all material respects of the representations and warranties made by the Purchasers Shire herein and the fulfillment in all material respects of those undertakings of the Purchasers Shire to be fulfilled prior to the Closing. The PurchaserShire's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the *CONFIDENTIAL PROVISIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION representations and warranties made by the Company Cortex herein and the fulfillment in all material respects of those undertakings of the Company Cortex to be fulfilled prior to the Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase , any one or more of which conditions may be waived by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the CompanyShire.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (at the offices of Weisxxx Xxxler Spett & Modlxx, X.C. counsel to the Company, at 445 Xxxx Xxxxxx, X.X.X. xx 9:00 a.m. local time on September 13, 2000 or on such other later time and date as the Placement Agent and the Company both agree) of the date of receipt may be agreed by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time parties (the "Closing Date"). (b) to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to the issue to each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The name(sCompany will deliver one certificate representing 2,400,000 Shares and one certificate representing 600,000 Shares (the "Certificates") in which promptly after listing of the stock certificates are Shares on the New York Stock Exchange. The Company shall immediately proceed after the Closing to file a listing application with the New York Stock Exchange for the Shares and file all necessary documents as may be required for such listing. Payment for the Shares by the Purchasers shall be made at the Closing. Prior to the Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be registered are set forth in delivered to the Stock Certificate Questionnaire office of the Purchasers (at the fax number indicated on the signature pages attached hereto as part of Appendix I. hereto). (c) The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company from stockholders holding rights to require the Company to register the sale of any securities owned by such holder in the Registration Statement (as defined below) of waivers of such rights (including the waiver of any notice requirements related to such rights); (ii) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (biii) the accuracy in all material respects of the representations and warranties made by the Company herein Purchasers and the fulfillment in all material respects of those undertakings of the Company Purchasers to be fulfilled prior before the Closing. (d) The Purchasers' obligations to accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligation: (i) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing. The ; (ii) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the board or president and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and (iii) the Company shall have delivered to Purchasers a legal opinion in substantially the form attached hereto as Exhibit A. (iv) the Company shall have obtained gross proceeds of at least $15,000,000 from the sale of the Shares at the Closing. (v) the Company shall have obtained the consent of Foothill Capital Corporation, as agent, to the redemption from the proceeds by the Company of its 5% Cumulative Convertible Preferred Stock. (e) Each Purchaser's obligations hereunder under this Agreement are expressly not conditioned on the purchase by any or all of the Other other Purchasers of the Shares that they have agreed to purchase from the CompanyCompany under this Agreement.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days at the offices of Katten Muchin Zavis Rosenman, counsel to the Company, at 525 West Monxxx Xxxxxx, Xuxxx 0000, Xxxxago, Illinois at 9:00 a.m. loxxx xxxx xx xxx xxxx xxx xxxxxxxxxx xx xxx Xxxxxxx xxt forth in Sections 3(c), (d) and (e) are satisfied or, in the case of Sections 3(d) and (e), waived or on such other later time and date as the Placement Agent and the Company both agree) of the date of receipt may be agreed by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time parties (the "Closing Date"). (b) At or prior to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to issue to each Purchaser at the Purchaser Closing one or more stock certificates (in such denominations as such Purchaser shall request, the "Certificates") registered in the name of the Purchaser, such Purchaser or in such nominee name(s) as designated by the Purchaser in writing, its custodial designee representing the number of Shares being purchased by such Purchaser (as set forth opposite such Purchaser's name on Schedule A), against payment by such Purchaser of the purchase price for such Shares by wire transfer of immediately available funds. Prior to the Purchasers' delivery of payment for the Shares, the Company will deliver to the Purchasers via facsimile in accordance with Section 2 above. The name(s) in which 10 a copy of the stock certificates are Certificates to be registered are set forth delivered upon Closing. (c) The respective obligations of the Company and the Purchasers to complete the issuance, sale and purchase of the Shares at the Closing shall be subject to the satisfaction of the following conditions: (i) the issuance and sale of the Shares shall have been approved by the requisite vote of the Company's stockholders entitled to vote thereon; (ii) the concurrent consummation of the amendment of the Credit Facility in accordance with the Stock Certificate Questionnaire Twelfth Amendment to the Fourth Amended and Restated Credit Facilities Agreement attached hereto as part Exhibit A; and (iii) the consummation of Appendix I. the restructuring of the Preferred Securities in accordance with the Exchange Agreement attached hereto as Exhibit B (the "Preferred Restructuring") immediately prior to the consummation of the issuance, sale and purchase of the Shares hereunder. (d) The Company's obligation to complete the purchase issuance and sale of the Shares and deliver such stock certificate(s) to the Purchaser Purchasers at the Closing shall be subject to the satisfaction of the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement by wire transfer of immediately available funds; and (bii) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for representations and warranties that speak as of a specific date) and the fulfillment of those undertakings of the Purchasers to be herein shall have been fulfilled prior to in all material respects on or before the Closing. . (e) The Purchaser's obligation Purchasers' obligations to accept delivery of such stock certificate(s) and to pay for purchase the Shares evidenced thereby from the Company shall be subject to the satisfaction of the following conditions: , any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligation: (ai) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein in this Agreement shall be true and the fulfillment correct in all material respects (except to the extent any representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects and except for the representations and warranties in Sections 4.2, 4.3 and 4.12, which shall be true and correct in all respects) as of those the date of this Agreement and as of the Closing Date as though made on and as of such date (except for representations and warranties that speak as of a specific date) and the undertakings of the Company herein shall have been fulfilled in all material respects on or before the Closing; (ii) the Company shall have delivered to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase Purchasers a certificate executed by any or all the chairman of the Other Purchasers board or president and the chief financial or accounting officer of the Shares Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that they have agreed the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects (except to purchase from the Company.extent any

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of Mxxxxxxx & Fxxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Purchaser shall deliver, in immediately available funds, the full amount of the purchase price for the Shares being purchased hereunder by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) thereof and Rule 506 thereunder. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties of the Company made herein shall be accurate as of the Closing Date; (b) the delivery to the Purchaser by counsel to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Agents; (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct as of the date of this Agreement and as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; and (e) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to the Closing. The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The ------------------------------------- completion of the purchase and sale of the Shares (the "Closing") shall occur within at ------- the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., 00 Xxxx 00xx Xx., 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable on the date agreed by the parties hereto, but in no event later than three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but in any event not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time appropriate party (the "Closing Date") ). The Closing shall occur ------------ at a time to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the "Securities ---------- Act") provided by Section 4(2) thereof and Rule 506 thereunder. The name(s) in --- which the stock certificates are to be registered are set forth in the Stock Certificate Investor Suitability Questionnaire attached hereto as part of Appendix I. The Company's ---------- obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchaserseach other Purchaser; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of condition that the representations and warranties made by the Company herein and the fulfillment are accurate in all material respects of those undertakings of and that the Company has fulfilled, in all material respects, all undertakings to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on shall be subject to completion of the purchase by any or purchases and sales under all of the Other Purchasers Agreements in an aggregate amount of the Shares that they have agreed to purchase from the Companyat least $25,000,000.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (at the offices of Xxxxx, Xxxx & Xxxxx LLP, counsel to the Company, at Xxx Xxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx at 3:00 p.m. local time on December 29, 2000 or on such other later time and date as the Placement Agent and the Company both agree) of the date of receipt may be agreed by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time parties (the "Closing Date"). (b) to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to issue to the Purchaser one or more two stock certificates (the "Certificates") registered in the name of the Purchaser, or in such nominee name(s) as designated one Certificate evidencing ownership by the Purchaser of 640,000 Shares and the other Certificate evidencing ownership by the Purchaser of 160,000 Shares, and each bearing an appropriate legend referring to the fact that the Shares were sold in writingreliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, representing as amended (the "Securities Act"), and Rule 506 under the Securities Act. The Company will deliver the Certificates against delivery of payment for the Shares by the Purchaser. Prior to the Purchaser's delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be delivered upon Closing to the office of the Purchaser (at the fax number of Shares set forth indicated in Section 2 above. The name(s9 hereto). (c) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (cii) the accuracy in all material respects of the representations and warranties made by the Purchasers Purchaser and the fulfillment in all material respects of those undertakings of the Purchasers Purchaser to be fulfilled prior to at or before the Closing. . (d) The Purchaser's obligation obligations to accept delivery of such stock certificate(s) the Certificates and to pay for the Shares evidenced thereby by the certificates shall be subject to the following conditions: (a) , any one or more of which may be waived by the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior Purchaser with respect to the 75th day after the date such Registration Statement was filed by the Company; and Purchaser's obligation: (bi) the accuracy in all material respects of the representations and warranties made by the Company herein in this Agreement and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior at or before the Closing; (ii) the Company shall have delivered to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all Purchaser a certificate of the Other Purchasers Company executed by the chairman of the Shares that they have agreed to purchase from board or president and the chief financial or accounting officer of the Company., dated the Closing Date, in form reasonably satisfactory to the Purchaser, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and (iii) the Company shall have delivered to the Purchaser a legal opinion in substantially the form attached hereto as Exhibit A.

Delivery of the Shares at the Closing. The completion closing of the purchase and sale of the Shares (the "Closing") shall occur within three business days (take place at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, immediately following the execution hereof or on such other later date or different location as the Placement Agent and parties shall agree in writing, but not prior to the Company both agree) date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party. The date of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness Closing is hereinafter referred to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (as the "Closing Date") to be agreed upon by ." At the Closing, the Company shall sell and issue to the Purchaser, and the Placement Agent and Purchaser shall purchase from the Company, the number of which Shares set forth in Section 2 above for an aggregate purchase price of $___________ (the Purchasers will be notified by facsimile transmission or otherwise"Purchase Price"). At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(2) thereof. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price Purchase Price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: conditioned upon (a) the Commission has notified Company having received written waivers from a sufficient number of its stockholders so that no stockholders of the Company (other than the Purchasers) shall have any right to require the Company to register the sale of any shares owned by such stockholder in the Resale Registration Statement (defined herein) to be filed on behalf of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; Purchasers and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (at the offices of Harter, Secrest & Emery LLP, counsel to the Company, at Rochester, New Xxxx xx 0:00 x.m. xxxxl time on June 28, 2001 or on such other later time and date as the Placement Agent and the Company both agree) of the date of receipt may be agreed by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time parties (the "Closing Date"). (b) to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to the issue to each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The name(sWithin ten (10) in which business days of Closing, the stock certificates are Company will cause to be registered are set forth in delivered to each Purchaser one certificate representing 100% of the Stock Certificate Questionnaire Shares purchased by that Purchaser (the "Certificates") against delivery of payment for the Shares by the Purchasers; subject, however, to the provision that with respect to Shares purchased by State of Wisconsin Investment Board, the Company will cause to be delivered to that Purchaser one certificate representing 80% of the Shares purchased and a second certificate representing 20% of the Shares purchased. Prior to the Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be delivered upon Closing to the office of the Purchasers (at the fax number indicated on the signature pages attached hereto as part of Appendix I. hereto). (c) The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company from stockholders holding rights to require the Company to register the sale of any securities owned by such holder in the Registration Statement (as defined below) of waivers of such rights (including the waiver of any notice requirements related to such rights); (ii) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (biii) the accuracy in all material respects of the representations and warranties made by the Company herein Purchasers and the fulfillment in all material respects of those undertakings of the Company Purchasers to be fulfilled prior before the Closing. (d) The Purchasers' obligations to Closing. The accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligations hereunder are expressly not conditioned on obligation: (i) the purchase representations and warranties made by any or the Company in this Agreement shall be accurate in all material respects and the undertakings of the Other Company shall have been fulfilled in all material respects on or before the Closing; (ii) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the board or president and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and (iii) the Company shall have delivered to Purchasers a legal opinion in substantially the form attached hereto as Exhibit A. (iv) the Company shall have obtained gross proceeds of at least $5,000,000 from the sale of the Shares that they have agreed to purchase from at the CompanyClosing.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares to be issued pursuant to this Agreement (the "Closing") shall occur within three business days (or on such other later date as the Placement Agent and the Company both agreei) of the date of upon receipt by the Company of confirmation by (A) a copy of this Agreement which has been executed on Purchaser's behalf, (B) a completed Stock Certificate Questionnaire, the Securities form of which is attached hereto as EXHIBIT B, and Exchange Commission (C) the "Commission"aggregate purchase price for the Shares, or (ii) following the occurrence of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof actions set forth in clause (the "Registration Statement"i) at a place and time (the "Closing Date") to above on such other date as may be agreed upon to by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwisePurchaser. At the Closing, the Company shall deliver to the Purchaser or the Purchaser's custodian bank, in accordance with the Purchaser's delivery instructions, (A) a copy of this Agreement which has been executed on behalf of the Company, and (B) one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number of Shares set forth referred to in Section 2 above. The name(s) in which the stock certificates are to be registered are issued shall be set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. EXHIBIT B, as completed by Purchaser. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived in writing by the Company: (a) subject to delivery of the Share certificates to the Purchaser or Purchaser's custodian bank, receipt by the Company of same-day funds immediately available funds, by check or wire transfer, in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers Purchaser herein as of the Closing; and (c) the fulfillment of those undertakings of the Purchasers Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein as of the Closing; and (b) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to the Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or or, if so indicated on the Stock Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereof and Rule 506 thereunder. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy in all material respects of the representations and warranties made by the Purchasers (as if such representations and warranties were made on the Closing Date) and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties made by of the Company made herein shall be accurate as of the Closing Date; (b) the delivery to the Purchaser by counsel to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Placement Agent; and (c) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of O’Melveny & Xxxxx LLP, 000 Xxxxx Xxxx, Menlo Park, California 94025 as soon as practicable and as agreed by the parties hereto within three (3) business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") “Closing Date”). The Closing shall occur at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the ClosingUpon execution of this Agreement, the Company shall deliver authorize its transfer agent (the “Transfer Agent”) to arrange delivery to the Purchaser of one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereof and Rule 506 thereunder. At the Closing, the Transfer Agent shall deliver to the Placement Agent a certificate of the Transfer Agent, in form and substance reasonably acceptable to the Placement Agent, certifying that it is duly authorized to issue the Shares. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. I (the “Questionnaire”). The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived in writing by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all Purchasers of the Other PurchasersShares having an aggregate purchase price of at least $10,000,000; and (c) the accuracy of the representations and warranties (as if such representations and warranties were made on the Closing Date) made by the Purchasers and the fulfillment of those undertakings and covenants of the Purchasers required to be fulfilled prior to the Closing; (d) the Purchaser shall have executed and delivered to the Company the Questionnaire, pursuant to which the Purchaser shall provide information necessary to confirm such Purchaser’s status as an “accredited investor” as defined in Rule 501 promulgated under the Securities Act; (e) no proceeding challenging this Agreement or agreement with any Other Purchaser or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; and (f) the sale of Shares shall not be prohibited by any law or governmental order or regulation. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a1) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of that the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings are accurate as of the Closing Date; (2) that the Company has fulfilled all undertakings and covenants set forth herein required to be fulfilled prior to the Closing; (3) that the Common Stock shall be quoted on the Nasdaq National Market System. The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers Shares having an aggregate purchase price of the Shares that they have agreed to purchase from the Companyat least $10,000,000.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx XX, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Purchaser shall deliver, in immediately available funds, the full amount of the purchase price for the Shares being purchased hereunder by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser (or its designated custodian per its delivery instructions) one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth on the signature page attached hereto and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 2 above4(a)(2) thereof and Rule 506 thereunder. The Company will promptly substitute one or more replacement certificates without the legend at such time as the registration statement filed by the Company pursuant to Section 7.1 hereof (the “Registration Statement”) becomes effective. The name(s) in which the stock certificates are to be registered are set forth in the Stock Securities Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation Notwithstanding anything to complete the purchase and sale contrary set forth herein, the Purchaser shall not be required to send its payment for its Shares until its designated custodian, Xxxxxxxx Xxxxxxx LLP, confirms receipt of a copy of the Shares and irrevocable instructions from the Company to Computershare Inc., in its capacity as transfer agent for the Common Stock (“Computershare”), instructing Computershare to deliver such stock certificate(s) to the Purchaser at on an expedited basis certificates representing its Shares; provided, however, that in the event that the Closing shall be subject does not occur or the Purchaser fails to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in pay the full amount of the purchase price for its Shares, then the Purchaser shall promptly cause the original certificates representing the corresponding Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior returned to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay Company for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Companycancellation.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing") ), shall occur within three business days (at the offices of Perkxxx Xxxe LLP, 1201 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000, xxunsel to the Company, at 5:00 p.m. EST on April __, 2000 or on such other later time and date as the Placement Agent and the Company both agree) of the date of receipt may be agreed by the Company of confirmation by the Securities and Exchange Commission parties. (the "Commission"b) of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to issue to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The name(s) in which Company will deliver certificates representing the stock certificates are to be registered are number of Shares set forth in Section 2 against delivery of payment for the Stock Certificate Questionnaire attached hereto as part Shares by the Purchaser via wire transfer to Bank of Appendix I. America account number 1113000, xxuting number 125000000. (c) The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (bii) the accuracy in all material respects of the representations and warranties made by the Company herein Purchaser and the fulfillment in all material respects of those undertakings of the Company Purchaser to be fulfilled prior to on or before the Closing. . (d) The Purchaser's obligations hereunder obligation to accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (i) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing; (ii) the Company shall have delivered to the Purchaser a certificate executed by the president and chief operating officer or other executive officer of the Company, dated the Closing date, in form and substance reasonably satisfactory to the Purchaser, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are expressly not conditioned true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing date; and (iii) the Company shall have obtained aggregate gross proceeds of at least $11 million from the Offering on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the CompanyClosing date.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "ClosingCLOSING") shall occur within three business days (at the offices of Cooley Godward LLP, counsel to the Company, at 4401 Eastgate Mall, San Xxxxx, CA 92121 at 9:00 a.m. local time on Decxxxxx 00, 0000 xxxxxxxx xxx xxxxxxxxxx set forth in Sections 3(c) and 3(d) below have been satisfied or on such other later time and date as the Placement Agent and the Company both agree) of the date of receipt may be agreed by the Company of confirmation by the Securities and Exchange Commission parties (the "CommissionCLOSING DATE"). (b) of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver authorize its transfer agent (the "TRANSFER AGENT") to the issue to each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth on Schedule A and bearing an appropriate legend referring to the fact that the Shares were sold in Section 2 abovereliance upon the exemption from registration provided by Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "SECURITIES ACT"). The name(sCompany will deliver certificates representing the Shares (the "CERTIFICATES") against delivery of payment for the Shares by the Purchasers and in which the stock certificates are case of the State of Wisconsin Investment Board, shall deliver one certificate representing 80% of number of purchased Shares and one certificate representing 20% of number of purchased Shares. Prior to the Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be registered are set forth in delivered upon Closing to the Stock Certificate Questionnaire office of each Purchaser (at the respective fax numbers indicated on the signature pages attached hereto as part of Appendix I. hereto). (c) The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company from stockholders holding rights to require the Company to register the sale of any securities owned by such holder in the Registration Statement (as defined below) of waivers of such rights (including the waiver of any notice requirements related to such rights); (ii) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement; and (biii) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers in this Agreement which are not qualified as to materiality shall be accurate in all material respects and the fulfillment of those undertakings representations and warranties of the Purchasers in this Agreement which are qualified as to materiality shall be true and accurate as though made as of the Closing Date and the undertaking of the Purchasers shall have been fulfilled prior to in all material respects on or before the Closing. . (d) The Purchaser's obligation Purchasers' obligations to accept delivery of such stock certificate(s) certificates and to pay for the Shares evidenced thereby by the certificates shall be subject to the following conditions: , any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligation: (ai) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in this Agreement which are not qualified as to materiality shall be accurate in all material respects of those undertakings and the representations and warranties of the Company in this Agreement which are qualified as to materiality shall be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all true and accurate as though made at and as of the Other Purchasers of the Shares that they have agreed to purchase from the Company.Closing Date and the

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or or, if so indicated on the Stock Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number of Shares set forth on Appendix I attached hereto and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 2 above4(2) thereof and Rule 506 thereunder. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy in all material respects of the representations and warranties made by the Purchasers (as if such representations and warranties were made on the Closing Date) and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties made by of the Company made herein shall be accurate as of the Closing Date; (b) the delivery to the Purchaser by counsel to the Company of a legal opinion in a form reasonably satisfactory to the Placement Agents and their counsel; and (c) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur within at the offices of Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New Yxxx 00004 ax xxxx xs pracxxxxxxx xxx xx xxxxxx xx xx xxx xxxxxxx xxxxxx, xxxxxn three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time appropriate party (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise). At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or or, if so indicated on the Stock Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(2) thereof and Rule 506 thereunder. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy in all material respects of the representations and warranties made by the Purchasers Purchaser herein (as if such representations and warranties were made on the Closing Date) and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by of the Company made herein (as if such representations and warranties were made on the Closing Date), except for those representations and warranties that address matters as of a particular date, which representations and warranties shall be accurate in all material respects as of such date; (b) the delivery to the Purchaser by counsel to the Company of legal opinions required by Section 4.20 and Section 4.21 in form reasonably satisfactory to counsel to the Placement Agent; and (c) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Companyat least 4,000,000, but not more than 6,000,000 Shares.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur within three business days (at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on the date hereof, or on such other later date or at such different location as the Placement Agent and parties shall agree in writing, but not prior to satisfaction or waiver by the Company both agree) appropriate party of the date of receipt by the Company of confirmation by the Securities and Exchange Commission conditions for Closing set forth below (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Company shall deliver to the each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth opposite such Purchaser’s name on Schedule I hereto and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 2 above4(2) thereof. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) certificates to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; hereunder and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy in all material respects of the representations and warranties made by the Purchasers (as if such representations and warranties were made on the Closing Date) and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's Purchasers’ obligation to accept delivery of such stock certificate(s) certificates and to pay for the Shares evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchasers: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties made by of the Company made herein shall be accurate as of the Closing Date; (b) the delivery to the Purchasers by counsel to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Purchasers; and (c) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares to be issued pursuant to this Agreement (the "ClosingCLOSING") shall occur within three business days (on January __, 1996 or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to may be agreed upon to by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwisePurchaser. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered issued are set forth in the Stock Certificate and Funds Transfer Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (a) receipt by the Company of same-day funds immediately available funds, by check or wire transfer, in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion receipt by the Company of the purchases a signed and sales under the Agreements with all of the Other Purchasersdated Investor Qualification Questionnaire attached as Appendix II hereto; and (c) the accuracy of the representations and warranties made by the Purchasers Purchaser herein as of the Closing; and (d) the fulfillment of those undertakings of the Purchasers Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (bi) the accuracy in all material respects of the representations and warranties made by the Company herein as of the Closing; and (ii) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to the Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Purchaser shall deliver, in immediately available funds, the full amount of the purchase price for the Shares being purchased hereunder by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) thereof and Rule 506 thereunder. At such time as Shares are sold pursuant to the Registration Statement (as defined below) after it has become effective, the Company will promptly substitute one or more replacement certificates without a legend with respect to such Shares. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day immediately available funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties of the Company made herein shall be true and correct in all material respects as of the Closing Date; (b) the delivery to the Purchaser by counsel to the Company and in-house counsel to the Company of legal opinions in forms reasonably satisfactory to counsel to the Placement Agent; (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct in all material respects as of the Closing Date and that the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (d) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to the Closing; and (e) the Company shall have sold Shares at the Closing for an aggregate minimum of $20 million in gross proceeds. The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of O’Melveny & Xxxxx LLP, 0000 Xxxx Xxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 as soon as practicable and as agreed by the parties hereto within three one (1) business days (day following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") “Closing Date”). Subject to the first sentence of this Section 3, the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") Closing shall occur at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the ClosingUpon execution of this Agreement, the Company shall deliver authorize its transfer agent (the “Transfer Agent”) to arrange delivery to the Purchaser of one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereof and Rule 506 thereunder. At the Closing, the Transfer Agent shall deliver to the Placement Agent a certificate of the Transfer Agent, in form and substance reasonably acceptable to the Placement Agent, certifying that it is duly authorized to issue the Shares. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. I (the “Questionnaire”). The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived in writing by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all Purchasers of the Other PurchasersShares having an aggregate purchase price of at least $10,000,000; and (c) the accuracy of the representations and warranties (as if such representations and warranties were made on the Closing Date) made by the Purchasers and the fulfillment of those undertakings and covenants of the Purchasers required to be fulfilled prior to the Closing; (d) the Purchaser shall have executed and delivered to the Company the Questionnaire and the Registration Statement Questionnaire attached hereto as part of Appendix I (the “Registration Statement Questionnaire”), pursuant to which the Purchaser shall provide information necessary to confirm such Purchaser’s status as an “accredited investor” as defined in Rule 501 under the Securities Act; (e) no proceeding challenging this Agreement or agreement with any Other Purchaser or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; and (f) the sale of Shares shall not be prohibited by any law or governmental order or regulation. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a1) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of that the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings are accurate as of the Closing Date; (2) that the Company has fulfilled all undertakings and covenants set forth herein required to be fulfilled prior to the Closing; and (3) that the Common Stock shall be quoted on the Nasdaq National Market System. The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any or of Shares having an aggregate purchase price among all of the Other Purchasers of the Shares that they have agreed to purchase from the Companyat least $10,000,000.

Delivery of the Shares at the Closing. The completion ------------------------------------- of the purchase and sale of the Shares (the "Closing") shall occur at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed by the parties hereto within three business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time appropriate party (the "Closing Date") ). The Closing shall occur at a time to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(2) thereof and Rule 506 thereunder. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of condition that the representations and warranties made by the Company herein and the fulfillment are accurate in all material respects of those undertakings of and that the Company has fulfilled, in all material respects, all undertakings to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they the Other Purchasers have agreed to purchase from the Company.

Delivery of the Shares at the Closing. (a) The completion Company shall deliver to Purchaser on January 2, 2004 (the “Closing”) the Shares (as appropriately adjusted for any stock split, stock dividend, combination of shares, recapitalization or other similar event that occurs after the purchase and sale date of this Agreement but before the Closing) and, to the extent tax reporting is required, shall report the delivery of the Shares (to the "Closing") Purchaser as taxable for the taxable year 2004. Notwithstanding the foregoing, if a Change of Control shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of after the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At this Agreement but before the Closing, the Company shall deliver the Shares to the Purchaser at least two (2) business days prior to such Change of Control, in which case such accelerated date shall be the Closing. For the purpose of this Agreement a Change of Control shall mean (i) the occurrence of a merger or consolidation of the Company, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to remain outstanding and to represent at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such surviving entity outstanding immediately after such merger or consolidation, or (ii) the approval by the stockholders of the Company of an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets. (b) At the Closing the Company shall deliver to Purchaser one or more stock certificates certificates, pursuant to the Purchaser’s reasonable request. Each such certificate shall be registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase issue and sale of deliver the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (ai) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers Purchaser herein shall be true, correct and the fulfillment of those undertakings complete in all material respects as of the Purchasers to be fulfilled prior date of this Stock Purchase Agreement and (ii) the Company shall have received a certificate executed by the Purchaser certifying as to the Closingsame. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for purchase the Shares evidenced thereby shall be subject to the fulfillment of the following conditions, any of which may be waived by the Purchaser: (ai) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein shall be true, correct and the fulfillment complete in all material respects as of those undertakings the date of this Stock Purchase Agreement, and (ii) the Purchaser shall have received a certificate executed by an officer of the Company certifying as to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Companysame.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as is occurring substantially contemporaneously with the Placement Agent and the Company both agree) execution of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time this Agreement (the "Closing Date"). (b) The Company shall authorize its transfer agent (the "Transfer Agent") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver issue to the Purchaser as of the Closing one or more stock certificates (in such denominations as such Purchaser shall request, the "Certificates") registered in the name of the PurchaserPurchaser or its custodial designee, or in such nominee name(s) as designated against payment by the Purchaser in writing, representing of the number purchase price for such Shares by wire transfer of Shares set forth in Section 2 above. The name(simmediately available funds. (c) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase issuance and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the satisfaction of the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement by wire transfer of immediately available funds; and (bii) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers Purchaser in this Agreement shall be true and correct and the fulfillment of those undertakings of the Purchasers to be Purchaser herein shall have been fulfilled prior to in all material respects on or before the Closing. . (d) The Purchaser's obligation obligations to accept delivery of such stock certificate(s) and to pay for purchase the Shares evidenced thereby from the Company shall be subject to the satisfaction of the following conditions: (a) the Commission has notified the Company , any one or more of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed which may be waived by the Company; and Purchaser: (bi) the accuracy in all material respects of the representations and warranties made by the Company herein in this Agreement shall be true and correct as of the date of this Agreement and the fulfillment undertakings of the Company herein shall have been fulfilled in all material respects of those undertakings of on or before the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. (A) The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (at the offices of Xxxxxxx Xxxx LLP, counsel to the Company, at 000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 at 10:00 a.m. Eastern Standard Time on August 16, 2000 or on such other later time and date as the Placement Agent and the Company both agree) of the date of receipt may be agreed by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time parties (the "Closing Date"). (B) to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to the issue to each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The name(sCompany will deliver one certificate representing 414,016 Shares and one certificate representing 103,504 Shares (the "Certificates") in which against delivery of payment for the stock certificates are Shares by the Purchasers. Prior to the Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be registered are set forth in delivered upon Closing to the Stock Certificate Questionnaire office of the Purchasers (at the fax number indicated on the signature pages attached hereto as part of Appendix I. hereto). (C) The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (aI) receipt by the Company from any stockholders holding rights to require the Company to register the sale of any securities owned by such holder in the Registration Statement (as defined below) of waivers of such rights (including the waiver of any notice requirements related to such rights); (II) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (bIII) the accuracy in all material respects of the representations and warranties made by the Company herein Purchasers and the fulfillment in all material respects of those undertakings of the Company Purchasers to be fulfilled prior before the Closing. (D) The Purchasers' obligations to accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligation: (I) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing. The ; (II) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the board or president and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and (III) the Company shall have delivered to Purchasers a legal opinion in substantially the form attached hereto as Exhibit A. (E) Each Purchaser's obligations hereunder under this Agreement are expressly not conditioned on the purchase by any or all of the Other other Purchasers of the Shares that they have agreed to purchase from the CompanyCompany under this Agreement.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as at the Placement Agent and the Company both agree) offices of the date of receipt Company, at 9 Centennial Drive, Peabody, MA 01960 at 9:00 a.m. local time on April __, 0000 xx xxxx xxxxx xxxx xxx xxxx as may be agreed by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time parties (the "Closing Date"). The Closing may take place via facsimile and/or conference call. (b) to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to the issue to each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"). The name(sCompany will deliver one certificate representing 1,000,000 Shares (the "Certificate") in which against delivery of payment for the stock certificates are Shares by the Purchasers. Prior to the Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificate (front and back) to be registered are set forth in delivered upon Closing to the Stock Certificate Questionnaire office of the Purchasers (at the fax number indicated on the signature pages attached hereto as part of Appendix I. hereto). (c) The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (bii) the accuracy in all material respects of the representations and warranties made by the Company herein Purchasers and the fulfillment in all material respects of those undertakings of the Company Purchasers to be fulfilled prior before the Closing. (d) The Purchasers' obligations to Closing. The accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligations hereunder are expressly not conditioned on obligation: (i) the purchase representations and warranties made by any or the Company in this Agreement shall be accurate in all material respects and the undertakings of the Other Company shall have been fulfilled in all material respects on or before the Closing; (ii) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the Shares that they have agreed to purchase from board or president and the chief financial or accounting officer of the Company., dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares to the Purchaser (the "“Closing"”) shall occur within three business days (at the offices of Cotton, Xxxxxxx, Xxxxx & Xxxxxx, PC, 000 X. Xxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, on May 24, 2004, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") “Closing Date”). The Closing shall occur at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the ClosingUpon execution of this Agreement, the Company shall deliver authorize its transfer agent (the “Transfer Agent”) to arrange delivery to the Purchaser of one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth on the signature page hereto and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), including the exemptions provided by Section 2 above4(2) thereof and Rule 506 thereunder. At the Closing, the Transfer Agent shall deliver to the Placement Agent a certificate of the Transfer Agent, in form and substance reasonably acceptable to the Placement Agent, certifying that it is duly authorized to issue the Shares. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. I (the “Questionnaire”). The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived in writing by the Company: : (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales in the Offering under the Agreements with all Purchasers of the Other PurchasersShares having an aggregate purchase price of at least $30,000,000; and (c) the accuracy of the representations and warranties (as if such representations and warranties were made on the Closing Date) made by the Purchasers in the Agreements and the fulfillment of those undertakings and covenants of the Purchasers in the Agreements required to be fulfilled prior to the Closing; (d) the Purchaser shall have executed and delivered to the Company the Questionnaire and the Registration Statement Questionnaire attached hereto as part of Appendix I (the “Registration Statement Questionnaire”), pursuant to which the Purchaser shall provide information necessary to confirm such Purchaser’s status as an “accredited investor” as defined in Rule 501(a) under the Securities Act; (e) no proceeding challenging this Agreement or any agreement with any Other Purchaser or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; (f) the sale of Shares shall not be prohibited by any law or governmental order or regulation; and (g) the Merger shall have been consummated. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: conditions (a) the Commission has notified the Company any one or more of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed which may be waived in writing by the Company; and Purchaser): (b1) the accuracy in all material respects of the representations and warranties made by the Company herein and in this Agreement as of the Closing Date; (2) the fulfillment in by the Company of all material respects of those undertakings and covenants of the Company set forth in this Agreement required to be fulfilled prior to the Closing. The Purchaser's obligations hereunder are expressly not conditioned ; (3) the Common Stock shall be quoted on the Nasdaq National Market System; and (4) the Closing shall have occurred by no later than May 25, 2004; (5) as of the Closing, there shall have been no Material Adverse Effect (as defined below) with respect to the Company since the date hereof; (6) from the date hereof to the Closing, trading in the Company’s Common Stock shall not have been suspended or limited, or minimum prices shall not have been established on the Nasdaq National Market, nor shall a banking moratorium have been declared either by the United States or applicable state authorities; (7) completion of the purchases and sales in the Offering under the Agreements with Purchasers of Shares having an aggregate purchase price of at least $30,000,000; and (8) the sale of Shares shall not be prohibited by any law or all of the Other Purchasers of the Shares that they have agreed to purchase from the Companygovernmental order or regulation.

Delivery of the Shares at the Closing. (a) The completion Common Stock is currently listed for trading on the NASDAQ Capital Market (the “NASDAQ”) and, as a result, the Company is subject to the NASDAQ Listing Rules. The Purchaser acknowledges that, pursuant to NASDAQ Listing Rule 5635(d), in the event the purchase price for the Shares is less than the greater of book or market value (as defined and calculated in accordance with NASDAQ Listing Rule 5635(d)) of the purchase Common Stock, the Company will be required to obtain the approval of its shareholders (“Shareholder Approval”) prior to the issuance of any Shares hereunder in excess of 20% of the shares of Common Stock issued and sale outstanding immediately prior to the date of this Agreement (such excess number of Shares, the “Approval Shares”). In the event Shareholder Approval is required for the issuance of the Approval Shares, the Purchaser acknowledges that the Company may conduct up to two closings (each, a “Closing”) to effect the issuance of all of the Shares subscribed for by the Purchasers under the Agreements. An initial Closing (the "“Initial Closing"”) shall occur as soon as practicable and as agreed to by the parties hereto, within three business days (following the execution of the Agreements, or on such other later date as the Placement Agent and parties shall agree in writing, but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the “Initial Closing Date”). If the Company both agree) determines that Shareholder Approval is not required for the issuance of any of the date Shares, then at the Initial Closing, the Purchaser shall deliver, in immediately available funds, the purchase price for the aggregate number of receipt Shares set forth on the signature page attached hereto by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness wire transfer to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon an account designated by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to the Purchaser (or its designated custodian per its delivery instructions) one or more stock certificates or book-entry transfer registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the aggregate number of Shares set forth on the signature page attached hereto and bearing an appropriate legend (or the equivalent if such Shares are held in book entry form) referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 2 above4(a)(2) thereof and Rule 506 thereunder. If the Company determines that Shareholder Approval is required for the issuance of the Approval Shares, the Company or the Placement Agent shall promptly notify the Purchaser of such Shareholder Approval requirement and shall inform the Purchaser of the aggregate number of Shares set forth on the signature page attached hereto that the Purchaser shall purchase and the Company shall issue on the Initial Closing Date. In such event, the aggregate number of Shares that shall be purchased by the Purchasers and issued by the Company pursuant to the Agreements shall be reduced on a pro rata basis such that the aggregate number of the Shares issued to the Purchasers at the Initial Closing (such number of Shares, the “Initial Shares”) does not exceed 20% of the shares of Common Stock issued and outstanding immediately prior to the date of this Agreement. If the Company receives Shareholder Approval for the issuance of the Approval Shares, assuming the conditions for Closing set forth below have been satisfied or waived by the appropriate party, a final Closing (the “Final Closing”) shall occur on or about the third business day after Shareholder Approval is obtained or on such other date after Shareholder Approval is obtained as the Company and the Placement Agent may agree (the “Final Closing Date”). On the Final Closing Date, the Purchaser shall deliver, in immediately available funds, the aggregate purchase price for the balance of the aggregate number of Shares set forth on the signature page attached hereto and not purchased by the Purchaser at the Initial Closing by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser (or its designated custodian per its delivery instructions) one or more stock certificates (or book-entry transfer) registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing such Shares and bearing an appropriate legend (or the equivalent if such Shares are held in book entry form) referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act, provided by Section 4(a)(2) thereof and Rule 506 thereunder. For the avoidance of doubt, if the Company does not receive Shareholder Approval, only the Initial Shares shall be purchased by the Purchasers and issued by the Company pursuant to the terms of the Agreements. The Company will promptly substitute one or more replacement stock certificates (or update the book-entry transfer) without the legend (or the equivalent if such Shares are held in book entry form) at such time as the registration statement filed by the Company pursuant to Section 7.1 hereof (the “Registration Statement”) becomes effective. The name(s) in which the stock certificates (or book-entry transfer) are to be registered are set forth in the Stock Securities Certificate Questionnaire attached hereto as part of Appendix I. Each Closing shall take place at the offices of Edmunds & Xxxxxxxx, P. C., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 or such other location as the parties shall agree in writing. (b) The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such the stock certificate(scertificates (or book-entry transfer) to the Purchaser at the Initial Closing and, if applicable, the Final Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: Company in writing: (ai) following the Purchaser’s receipt of its Shares, receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; at the applicable Closing; (bii) concurrent completion of the purchases and sales under the Agreements with all of the Other Purchasers; and ; (ciii) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those any and all undertakings of the Purchasers to be fulfilled prior to the Closing. ; and (iv) if necessary for the Company to comply with NASDAQ Listing Rule 5635(d), the receipt of Shareholder Approval for the issuance of the Approval Shares at the Final Closing. (c) The Purchaser's ’s obligation to accept delivery of such stock certificate(scertificates (or book-entry transfer) and to pay for the Shares evidenced thereby shall be subject to the following conditions: : (ai) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties of the Company made herein shall be accurate in all respects as of the Initial Closing Date and, if applicable, the Final Closing Date; (ii) the delivery to the Placement Agent on behalf of the Purchaser by counsel to the Company of a legal opinion in a form reasonably satisfactory to counsel for the Placement Agent; (iii) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Initial Closing Date and, if applicable, the Final Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct in all material respects (except to the extent that any of such representations and warranties is qualified by materiality or Material Adverse Effect, in such case, such representations and warranties shall be accurate in all respects) as of the date of this Agreement and as of such Initial Closing Date and, if applicable, such Final Closing Date and that the Company has complied in all material respects with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Initial Closing Date and, if applicable, such Final Closing Date; (iv) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The ; (v) the Common Stock (a) shall be designated for listing and quotation on NASDAQ and (b) shall not have been suspended, as of the Initial Closing Date and, if applicable, the Final Closing Date, by the Securities and Exchange Commission (the “Commission”) or NASDAQ from trading on NASDAQ nor shall suspension by the Commission or NASDAQ have been threatened, as of the Initial Closing Date and, if applicable, the Final Closing Date, either (1) in writing by the Commission or NASDAQ or (2) by falling below the minimum listing maintenance requirements of NASDAQ; (vi) the purchase of Shares by the Purchaser shall not (a) cause the Purchaser or any of its affiliates to violate any banking regulation, (b) require the Purchaser or any of its affiliates to file a prior notice under the Change in Bank Control Act (the “CIBC Act”), or otherwise seek prior approval of any banking regulator, (c) require the Purchaser or any of its affiliates to become a bank holding company or otherwise serve as a source of strength for the Company or any subsidiary or (d) cause the Purchaser's obligations hereunder are expressly , together with any other person whose Company securities would be aggregated with the Purchaser’s Company securities for purposes of any banking regulation or law, to collectively be deemed to own, control or have the power to vote securities which would represent more than 4.9% of any class of voting securities of the Company outstanding at such time; (vii) since the date hereof, there shall not conditioned be any action taken, or any law, rule or regulation enacted, entered, enforced or deemed applicable to the Company or its subsidiaries, the Purchaser (or its affiliates) or the transactions contemplated by this Agreement, by any bank regulatory authority which imposes any restriction or condition on the purchase Company or its subsidiaries or the Purchaser or any of its affiliates (other than such restrictions as are described in any passivity or anti-association commitments, as may be amended from time to time, entered into by the Purchaser) which the Purchaser determines, in its reasonable good faith judgment, is materially and unreasonably burdensome on the Company’s business following the Closing or on the Purchaser (or any of its affiliates) or all would reduce the economic benefits of the transactions contemplated by this Agreement to the Purchaser to such a degree that the Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date hereof (any such condition or restriction, a “Burdensome Condition”), and, for the avoidance of doubt, any requirements to disclose the identities of limited partners, shareholders or non-managing members of the Purchaser or its affiliates or its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by the Purchaser in its sole discretion; and (viii) the Company will have entered into Agreements obligating Purchaser and Other Purchasers of the Shares that they have agreed to purchase from and Company to issue Shares having an aggregate purchase price of not less than $7,000,000 at the CompanyInitial Closing.

Delivery of the Shares at the Closing. The completion Closing for the ------------------------------------- purchase of the purchase and sale of the Shares (the "Closing") shares shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") April 28, 2000 at a place and time (the "Closing Date") to be agreed upon by the Company Cortex and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwiseShire. At the Closing, Shire shall pay to Cortex the Company aggregate purchase price for the Shares being purchased hereunder and Cortex shall deliver to the Purchaser Shire one or more stock certificates registered in the name of the PurchaserShire, or in such nominee name(s) as designated in writing by the Purchaser in writingShire, representing the number of Shares set forth in Section 2 abovebeing purchased. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The CompanyCortex's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser Shire at the Closing shall be subject to the following conditions, any one or more of which may be waived by the CompanyCortex: (a) receipt by the Company Cortex of same-day funds a certified or bank check or wire transfer in the full amount of the purchase price for the Shares being purchased hereunder; hereunder and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy in all material respects of the representations and warranties made by the Purchasers * CONFIDENTIAL PROVISIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION Shire herein and the fulfillment in all material respects of those undertakings of the Purchasers Shire to be fulfilled prior to the Closing. The PurchaserShire's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company Cortex herein and the fulfillment in all material respects of those undertakings of the Company Cortex to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase Effective Date, any one or more of which conditions may be waived by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the CompanyShire.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (at the offices of the Company, at 0 Xxxxxxxxxx Xxxxx, Xxxxxxx, XX 00000 at 9:00 a.m. local time on December 13, 2001 or on such other later time and date as the Placement Agent and the Company both agree) of the date of receipt may be agreed by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time parties (the "Closing Date"). (b) to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to the issue to each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"). The name(sCompany will deliver one certificate representing 2,800,000. Shares and one certificate representing 700,000 Shares (the "Certificates") in which against delivery of payment for the stock certificates are Shares by the Purchasers. Prior to the Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be registered are set forth in delivered upon Closing to the Stock Certificate Questionnaire office of the Purchasers (at the fax number indicated on the signature pages attached hereto as part of Appendix I. hereto). (c) The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company from stockholders holding rights to require the Company to register the sale of any securities owned by such holder in the Registration Statement (as defined below) of waivers of such rights (including the waiver of any notice requirements related to such rights); (ii) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunderunder this Agreement; and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (biii) the accuracy in all material respects of the representations and warranties made by the Company herein Purchasers and the fulfillment in all material respects of those undertakings of the Company Purchasers to be fulfilled prior before the Closing. (d) The Purchasers' obligations to Closing. The accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligations hereunder are expressly not conditioned on obligation: (i) the purchase representations and warranties made by any or the Company in this Agreement shall be accurate in all material respects and the undertakings of the Other Company shall have been fulfilled in all material respects on or before the Closing; (ii) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the board or president and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and (iii) the Company shall have delivered to Purchasers a legal opinion in substantially the form attached hereto as Exhibit A. (iv) the Company shall have obtained gross proceeds of at least $10,850,000 from the sale of the Shares that they have agreed to purchase from at the CompanyClosing.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as the Placement Agent soon as practicable and the Company both agree) of the date of receipt as agreed by the Company of confirmation parties hereto following notification by the Securities and Exchange Commission (the "Commission") to the Company of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent. In the absence of any such agreement, the Closing shall take place at the offices of Stroock & Stroock & Xxxxx LLP, counsel to the Placement Agent, in New York, New York at 12:00 p.m. local time on the third business day after the Company delivers written notice to the Placement Agent and of which receipt of such notification from the Commission. The Company will promptly notify the Purchasers will be notified by facsimile transmission or otherwiseotherwise of the date, place and time of the Closing. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(2) thereof and Rule 506 thereunder. The Company will promptly substitute one or more replacement certificates without the legend at such time as the Registration Statement becomes effective. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th 60th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of O’Melveny & Xxxxx LLP, 0000 Xxxx Xxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 as soon as practicable and as agreed by the parties hereto within three one (1) business days (day following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") “Closing Date”). The Closing shall occur at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent Agents and of which the Purchasers will be notified by facsimile transmission or otherwise. At the ClosingUpon execution of this Agreement, the Company shall deliver authorize its transfer agent (the “Transfer Agent”) to arrange delivery to the Purchaser of one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereof and Rule 506 thereunder. At the Closing, the Transfer Agent shall deliver to the Placement Agents a certificate of the Transfer Agent, in form and substance reasonably acceptable to the Placement Agents, certifying that it is duly authorized to issue the Shares. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. I (the “Questionnaire”). The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived in writing by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all Purchasers of the Other PurchasersShares having an aggregate purchase price of at least $15,000,000; and (c) the accuracy of the representations and warranties (as if such representations and warranties were made on the Closing Date) made by the Purchasers and the fulfillment of those undertakings and covenants of the Purchasers required to be fulfilled prior to the Closing; (d) the Purchaser shall have executed and delivered to the Company the Questionnaire and the Registration Statement Questionnaire attached hereto as part of Appendix I (the “Registration Statement Questionnaire”), pursuant to which the Purchaser shall provide information necessary to confirm such Purchaser’s status as an “accredited investor” as defined in Rule 501 promulgated under the Securities Act; (e) no proceeding challenging this Agreement or agreement with any Other Purchaser or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; and (f) the sale of Shares shall not be prohibited by any law or governmental order or regulation. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a1) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of that the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings are accurate as of the Closing Date; (2) that the Company has fulfilled all undertakings and covenants set forth herein required to be fulfilled prior to the Closing; and (3) that the Common Stock shall be quoted on the Nasdaq National Market System. The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any or of Shares having an aggregate purchase price among all of the Other Purchasers of the Shares that they have agreed to purchase from the Companyat least $15,000,000.

Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later at the offices of Brobeck, Phleger & Harrison LLP, counsel to the Company, at 12390 El Xxxxxx Rexx, Xxx Dixxx, Xxxifornia 92130 at 10:00 a.m. pacifxx xxxxxxxx xxxx xx Xxxxxxxxx 00, 0000 xx xxxx xxher date and time as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time parties may mutually agree (the "Closing Date"). (b) Upon payment of the Purchase Price in full in immediately available funds by or on behalf of the Purchaser to be agreed upon the Company by wire transfer to an account specified by the Company and to the Placement Agent and of which Purchaser prior to the Purchasers will be notified by facsimile transmission or otherwise. At the ClosingClosing Date, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to issue to the Purchaser on or before the Closing Date one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 above1 above and bearing the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. The name(sTHESE SECURITIES MAY OT BE TRANSFERRED UNLESS (A) in which COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER. Prior to the stock Purchaser's delivery of payment for the Shares, the Company will deliver via facsimile a copy of the certificates are to be registered are set forth in delivered on or before the Stock Certificate Questionnaire Closing Date to the office of the Purchaser (at the fax number indicated on the signature pages attached hereto as part of Appendix I. hereto). (c) The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (ai) receipt by the Company of same-day funds in the full amount of the purchase price Purchase Price for the Shares being purchased hereunderunder this Agreement; and (bii) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers Purchaser in this Agreement shall be accurate in all material respects and the fulfillment of those undertakings of the Purchasers to be Purchaser shall have been fulfilled prior to in all material respects on or before the Closing. Closing Date. (d) The Purchaser's obligation obligations to accept delivery of such stock certificate(s) certificates and to pay for the Shares evidenced thereby by the certificates shall be subject to the following conditions: (a) the Commission has notified the Company , any one or more of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed which may be waived by the Company; and Purchaser with respect to such Purchaser's obligation: (bi) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in this Agreement shall be accurate in all material respects of those and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing Date; (ii) the Company shall have delivered to the Purchaser a certificate executed by the Chairman of the Board or President and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be fulfilled prior performed or satisfied on or before the Closing Date; and (iii) the Company shall have delivered to Closing. The Purchaser's obligations hereunder are expressly not conditioned on Purchaser a legal opinion in substantially the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.form attached hereto as Exhibit A. ---------

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur within three business days remotely via the exchange of documents and signatures on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the consummation of the Transaction (the “Closing Date”). Upon (i) satisfaction or waiver in writing of the conditions set forth in this Section 3 and (ii) delivery of written notice from (or on such other later date as the Placement Agent and behalf of) the Company both agree) to the Purchasers (the “Closing Notice”), that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) calendar days from the date on which the Closing Notice is delivered to the Purchasers, each Purchaser shall deliver, no later than one Business Day before the anticipated Closing Date specified in the Closing Notice, in immediately available funds, the full amount of receipt the Purchase Price for the Shares being purchased by such Purchaser hereunder by wire transfer to an account designated by the Company, such funds to be held by the Company of confirmation by in escrow until the Securities and Exchange Commission (the "Commission") Closing Date. Subject to receipt of the Commission's willingness to declare effective full amount of the registration statement to be filed Purchase Price for the Shares being purchased by such Purchaser, on the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to such Purchaser the Purchaser one number of Shares set forth on the signature page hereto in book-entry form, free and clear of any liens or more stock certificates registered other restrictions whatsoever (other than those arising under state or federal securities laws or as set forth herein) in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing. In addition, representing at the Closing, the Company will request the Transfer Agent (as defined below) to deliver to each Purchaser a statement setting forth the number of Shares set forth in Section 2 abovedelivered to such Purchaser. The name(sIn the event the Closing does not occur within two (2) in which Business Days of the stock certificates are to be registered are set forth anticipated Closing Date specified in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditionsNotice, any one or more of which may be waived by the Company: (a) receipt unless otherwise agreed by the Company and a Purchaser, the Company shall promptly (but not later than one (1) Business Day thereafter) return the Purchase Price to each Purchaser by wire transfer in immediately available funds to the account specified by such Purchaser. For purposes of same-day funds this Agreement, “Business Day” shall mean a day, other than a Saturday or Sunday, on which commercial banks in the full amount of the purchase price New York, New York are permitted or required to be open for the Shares being purchased hereunder; (b) completion general transaction of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Companybusiness.

Delivery of the Shares at the Closing. a) The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such at the offices of Brobeck, Phleger & Harrison, LLP, counsel to the Comxxxx, xt 00000 Xl Camino Real, San Diego, California 92130 at 0:00 x.x. xxxxx xxxx xx Xxxxxxx 00, 0000, xx xxxh other later time and date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time parties may mutually agree (the "Closing Date"). b) Upon payment of the Purchase Price in full in immediately available funds by or on behalf of the Purchasers to be agreed upon the Company by wire transfer to an account specified by the Company and the Placement Agent and of which to the Purchasers will be notified by facsimile transmission or otherwise. At prior to the ClosingClosing Date, the Company shall deliver authorize its transfer agent (the "Transfer Agent") to issue to the Purchaser Purchasers on or before the Closing Date one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveon attached Schedule A opposite such Purchaser's name and bearing the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. The name(sTHESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) in which COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, IN THE ABSENCE OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IN EFFECT AS TO SUCH TRANSFER, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER. Prior to the stock Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the certificates are to be registered are set forth in delivered on or before the Stock Certificate Questionnaire Closing Date to the office of each Purchaser (at the fax number indicated on the signature pages attached hereto as part of Appendix I. hereto. c) The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: : (a1) receipt by the Company of same-day funds in the full amount of the purchase price Purchase Price for the Shares being purchased hereunderunder this Agreement; and (b2) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers in this Agreement shall be accurate in all material respects and the fulfillment of those undertakings of the Purchasers to be shall have been fulfilled prior to in all material respects on or before the Closing. . d) The Purchaser's obligation Purchasers' obligations to accept delivery of such stock certificate(s) certificates and to pay for the Shares evidenced thereby by the certificates shall be subject to the following conditions: , any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligation: (a1) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in this Agreement shall be accurate in all material respects of those and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing; (2) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the board or president and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section IV hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be fulfilled prior performed or satisfied on or before the Closing Date; and (3) the Company shall have delivered to Closing. The Purchaser's obligations hereunder are expressly not conditioned on Purchasers a legal opinion in substantially the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.form attached as Exhibit A. ---------

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation soon as practicable following notification by the Securities and Exchange Commission (the "“Commission"”) to the Company of the Commission's ’s willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "“Registration Statement"”) at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 at a place and time (the "“Closing Date"”) to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwiseAgent. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writingwriting on Appendix I attached hereto, representing the number of Shares set forth in Section 2 aboveabove and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereof and Rule 506 thereunder. The Company will promptly substitute one or more replacement certificates without the legend at such time as the Registration Statement becomes effective. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's ’s willingness to declare the Registration Statement effective on or prior to the 75th 60th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, within three five business days (following the execution of the Agreements, or on such other later date or at such different location as the Placement Agent and the Company both agree) of parties shall agree in writing, but not prior to the date of receipt that the conditions for Closing set forth below have been satisfied or waived by the Company of confirmation by the Securities and Exchange Commission appropriate party (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "“Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise”). At the Closing, the Purchaser shall deliver, in immediately available funds, the full amount of the purchase price for the Shares being purchased hereunder by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 aboveabove and bearing the legend set forth in Section 5.6 referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) thereof and Rule 506 thereunder. The Company will promptly substitute one or more replacement certificates without the legend at such time as the Securities are sold pursuant to the Registration Statement (as defined herein) or the Securities may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can be immediately sold. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects each of the representations and warranties of the Company made herein shall be accurate as of the Closing Date; (b) the delivery to the Purchaser by counsel to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Placement Agent; (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct as of the date of this Agreement and as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (d) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to the Closing; and (e) the Company having received a minimum of $250,000,000 in commitments to buy Shares (including those Shares to be purchased by the Purchaser hereunder). The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company, so long as the condition set forth in clause (e) of the preceding sentence is satisfied.

Delivery of the Shares at the Closing. The completion Closing of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company CNSI and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwiseAllergan. At the Closing, Allergan shall pay to CNSI the Company aggregate purchase price for the Shares being purchased hereunder and CNSI shall deliver to the Purchaser Allergan one or more stock certificates registered in the name of the PurchaserAllergan, or in such nominee name(s) as designated in writing by the Purchaser in writingAllergan, representing the number of Shares set forth in Section 2 abovebeing purchased. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The CompanyCNSI's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser Allergan at the Closing shall be subject to the following conditions, any one or more of which may be waived by the CompanyCNSI: (a) receipt by the Company CNSI of same-day funds a certified or bank check or wire transfer in the full amount of the purchase price for the Shares being purchased hereunder; hereunder and (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy in all material respects of the representations and warranties made by the Purchasers Allergan herein and the fulfillment in all material respects of those undertakings of the Purchasers Allergan to be fulfilled prior to the Closing. The PurchaserAllergan's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company CNSI herein and the fulfillment in all material respects of those undertakings of the Company CNSI to be fulfilled prior to the Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase , any one or more of which conditions may be waived by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the CompanyAllergan.

Delivery of the Shares at the Closing. The "Subscription Date" shall be the date when the Company has notified the Placement Agent in writing that it is no longer accepting Purchase Agreements from investors. The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon determined by the Company and the Placement Agent and of Agent, which date shall not be less than three nor more than ten business days after the Subscription Date. The Purchasers will be notified by facsimile transmission or otherwiseotherwise of the Closing Date. At the Closing, the Company shall deliver issue to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. 1. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the CompanyCompany to the extent that the Purchaser's Shares, in combination with Shares purchased by Other Purchasers, shall total at least 2.0 million Shares.

Delivery of the Shares at the Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at the offices of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, within three one business days (day following the date on which the last of the conditions for Closing set forth in this Section 3 shall have been satisfied or waived in accordance with this Agreement, or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") or at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified such different location or remotely by facsimile transmission or otherwiseother electronic means as the parties shall agree in writing (the “Closing Date”). At the Closing, the Purchaser shall deliver, in immediately available funds, $8,000,004.50 by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing representing, in the number aggregate, 941,177 shares of Common Stock, and bearing an appropriate legend referring to the fact that the Shares set forth were sold in reliance upon the exemption from registration under the Securities Act provided by Section 2 above4(2) thereof and Rule 506 thereunder. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's ’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers Purchaser in Section 5 hereof shall be true and correct in all material respects as of such Closing, except that any such representations and warranties shall be true and correct in all respects where such representation and warranty is qualified with respect to materiality; and (c) the fulfillment of those undertakings of the Purchasers Purchaser contained in this Agreement that are required to be fulfilled prior to performed or complied with by the Purchaser on or before such Closing. The Purchaser's ’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein in Section 4 hereof shall be true and the fulfillment correct in all material respects as of such Closing, except that any such representations and warranties shall be true and correct in all respects where such representation and warranty is qualified with respect to materiality; (b) delivery to the Purchaser by counsel to the Company of a legal opinion of such counsel, dated as of the Closing Date and in the form attached hereto as Exhibit B, executed by such counsel and addressed to the Purchaser; (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the general counsel of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct as of the date of this Agreement and as of such Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (d) the fulfillment of those undertakings of the Company contained in this Agreement that are required to be fulfilled prior to performed or complied with by the Company on or before such Closing; and (e) receipt by the Purchaser of such other documents as the Purchaser shall reasonably request. The Purchaser's ’s obligations hereunder are expressly not conditioned on the purchase by any other persons or all entities of the Other Purchasers any securities of the Shares that they have agreed to purchase from the Company.