Common use of Investment Decision Clause in Contracts

Investment Decision. The Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and in either case was not organized for the purpose of acquiring the Series C Stock or the shares of Common Stock, $.001 par value, into which the Series C Stock may be converted (the “Underlying Common Stock”). The Holder (or its authorized representative) is has had the opportunity to review the Company’s filings currently filed with the Securities and Exchange Commission (the “SEC”), including, without limitation, the Company’s Annual Report on Form 10-K filed on July 1, 2008, the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008 and November 19, 2008, and the Company’s Current Reports on Form 8-K filed on September 10, 2008 (2 filings), September 12, 2008 and October 20, 2008 (all of such filings currently filed with the SEC referred to, collectively, as the “SEC Documents”). The Holder has had an opportunity to ask questions of the Company and to obtain from representatives of the Company such information as the Holder has deemed necessary to permit it to evaluate the merits and risks of its investment in the Company and has independently, without reliance upon any representatives of the Company and based on such information as the Holder deemed appropriate, made its own analysis and decision to enter into this Agreement. The Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange of the Outstanding Notes pursuant hereto and to make an informed investment decision with respect to such exchange. No opportunity of the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon the Company’s representations and warranties contained herein.

Investment Decision. The (a) Each Holder is an “accredited investor” within familiar with the meaning of Rule 501 of Regulation D under the Securities ActCompany’s objectives and business plan, and in either case was not organized for the purpose of acquiring the Series C Stock or the shares of Common Stock, $.001 par value, into which the Series C Stock may be converted (the “Underlying Common Stock”). The Holder (or its authorized representative) is has had the opportunity to review reviewed the Company’s filings currently filed with the Securities and Exchange Commission (the “SEC”), including, without limitation, the Company’s Annual Report on Form 10-K filed on July 1October 14, 2008, the Company’s Quarterly Report on Form 10-Q filed on August 14March 12, 2008 and November 19, 2008, 2009 and the Company’s Current Reports on Form 8-K Definitive Proxy Statement filed on September 10, 2008 (2 filings), September 12, 2008 and October 20November 14, 2008 (all of such filings currently filed with the SEC referred to, collectively, as the “SEC Documents”). The Holder , and has had an such opportunity to ask questions of the Company and to obtain from representatives of the Company such information as the Holder has deemed is necessary to permit it such Holder to evaluate the merits and risks of its an investment in the Company and has independently, without reliance upon any representatives of the Company and based on such information as the such Holder deemed appropriate, made its own analysis and decision to enter into this Agreement. The . (b) Each Holder has sufficient experience and ability in business, financial and investment matters and has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange of the Outstanding Notes pursuant hereto and to make an informed investment decision with respect to such exchangeexchange and has, in fact, evaluated such risks and made such an informed decision. (c) The Holders approached the Company and initiated negotiations with the Company regarding the Exchange Transaction. No opportunity Prior to the Holders’ initiation of such negotiations, neither the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, Company nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon anyone acting on the Company’s behalf approached any Holder regarding the Exchange Transaction. (d) The New Notes are being issued to the Holders solely in exchange for the Outstanding Notes and the Holders have not directly or indirectly paid any additional consideration to the Company in connection with the Exchange Transaction. (e) No Holder is aware of any reason why the New Notes cannot be issued under the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). (f) Each Holder acknowledges that the Company is relying on the truth and accuracy of the foregoing representations and warranties contained hereinin the offering of the New Notes to the Holders without having first registered the New Notes or the shares of the Company’s common stock (the “Common Stock”), $.05 par value per share, into which the New Notes may be converted (the “Underlying Common Stock”) under the Securities Act.

Investment Decision. The Holder is an either a “accredited investorqualified institutional buyer” within the meaning of Rule 501 144A under the Securities Act or an institutional “accredited investor” with the meaning of Rule 501(a)(1)(2) or (3) of Regulation D under the Securities Act, Act and in either case was not organized for the purpose of acquiring the Series C Stock Exchange Shares. The Holder is acquiring the Exchange Shares solely for its own account, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part. The Holder is knowledgeable, sophisticated and experienced in business and financial matters and has previously invested in securities similar to the shares Exchange Shares. The Holder is able to bear the economic risk of Common Stock, $.001 par value, into which its investment in the Series C Stock may be converted (Exchange Shares and is presently able to afford the “Underlying Common Stock”)complete loss of such investment. The Holder (or its authorized representative) is has had the opportunity to review the Company’s filings currently filed with the Securities and Exchange Commission (the “SECCommission”), including, without limitation, the Company’s Annual Report on Form 10-K filed on July 1for the year ended December 31, 2008, 2016; the Company’s Quarterly Report Reports on Form 10-Q filed for the quarters ended June 30, 2017, March 31, 2017 and September 30, 2016; the Company’s current reports on August 14, 2008 and November 19, 2008, Form 8-K; and the Company’s Current Reports on Form 8-K filed on September 10, 2008 (2 filings), September 12, 2008 and October 20, 2008 2017 Proxy Statement (all of such filings currently filed with the SEC Commission referred to, collectively, as the “SEC Documents”). The Holder has had an such opportunity to ask questions of the Company and its representatives and to obtain from representatives of the Company such information as the Holder has deemed is necessary to permit it to evaluate the merits and risks of its investment in the Company and Company. The Holder has independently, without reliance upon any representatives of the Company and based on such information as the Holder deemed appropriate, made its own analysis and decision to enter into this Agreement. The Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange of the Outstanding Notes Exchange pursuant hereto and to make an informed investment decision with respect to such exchangethe Exchange. No opportunity The Holder acknowledges that the Company is relying on the truth and accuracy of the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon the Company’s foregoing representations and warranties contained hereinin the offering of the Exchange Shares to the Holder without having first registered the Exchange Shares under the Securities Act.

Investment Decision. The Such Holder is an a “accredited investorqualified institutional buyer” within the meaning of Rule 501 of Regulation D 144A under the Securities Act of 1933, as amended (the “Securities Act”), and in either case was not organized for the purpose of acquiring the Series C Stock New Notes or the shares of the Company’s common stock (the “Common Stock”), $.001 .05 par valuevalue per share, into which the Series C Stock New Notes may be converted (the “Underlying Common Stock”). The Such Holder (or its authorized representative) is familiar with the Company’s objectives and business plan, has had the opportunity to review reviewed the Company’s filings currently filed with the Securities and Exchange Commission (the “SEC”), including, without limitation, the Company’s Annual Report on Form 10-K filed on July 1October 11, 2008, the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008 and November 19, 2008, 2005 and the Company’s Current Reports on Form 8-K Definitive Proxy Statement filed on September 10October 14, 2008 (2 filings), September 12, 2008 and October 20, 2008 2005 (all of such filings currently filed with the SEC referred to, collectively, as the “SEC Documents”). The Holder , and has had an such opportunity to ask questions of the Company and to obtain from representatives of the Company such information as the Holder has deemed is necessary to permit it such Holder to evaluate the merits and risks of its investment in the Company and has independently, without reliance upon any representatives of the Company and based on such information as the such Holder deemed appropriate, made its own analysis and decision to enter into this Agreement. The Such Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange of the Outstanding Notes pursuant hereto and to make an informed investment decision with respect to such exchange. No opportunity Such Holder acknowledges that the Company is relying on the truth and accuracy of the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon the Company’s foregoing representations and warranties contained hereinin the offering of the New Notes to such Holder without having first registered the New Notes or the Underlying Common Stock under the Securities Act.

Investment Decision. The Holder is an a “accredited investorqualified institutional buyer” within the meaning of Rule 501 of Regulation D 144A under the Securities Act, Act and in either case was not organized for the purpose of acquiring the Series C Stock or Exchange Shares. The Holder is knowledgeable, sophisticated and experienced in business and financial matters and has previously invested in securities similar to the shares Exchange Shares. The Holder is able to bear the economic risk of Common Stock, $.001 par value, into which its investment in the Series C Stock may be converted (Exchange Shares and is presently able to afford the “Underlying Common Stock”)complete loss of such investment. The Holder (or its authorized representative) is has had the opportunity to review the Company’s filings currently filed with the Securities and Exchange Commission (the “SECCommission”), including, without limitation, the Company’s Annual Report on Form 10-K filed on July 1for the year ended December 31, 2008, 2013; the Company’s Quarterly Report Reports on Form 10-Q filed on August 14for the quarters ended March 31, 2008 2014, June 30, 2014 and November 19September 30, 2008, and 2014; the Company’s Current Reports current reports on Form 8-K filed on September January 10, 2008 (2 filings)2014, February 13, 2014, March 17, 2014, March 19, 2014, March 24, 2014, June 12, 2014, September 4, 2014, September 12, 2008 2014, October 7, 2014 and October 20December 1, 2008 2014; and the Company’s Proxy Statement filed on April 24, 2014 and supplemented on May 8, 2014 (all of such filings currently filed with the SEC Commission referred to, collectively, as the “SEC Documents”). The Holder has had an such opportunity to ask questions of the Company and its representative and to obtain from representatives of the Company such information as the Holder has deemed is necessary to permit it to evaluate the merits and risks of its investment in the Company and Company. The Holder has independently, without reliance upon any representatives of the Company and based on such information as the Holder deemed appropriate, made its own analysis and decision to enter into this Agreement. The Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange of the Outstanding Notes Exchange pursuant hereto and to make an informed investment decision with respect to such exchange. No opportunity The Holder acknowledges that the Company is relying on the truth and accuracy of the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon the Company’s foregoing representations and warranties contained hereinin the offering of the Exchange Shares to the Holder without having first registered the Exchange Shares under the Securities Act.

Investment Decision. The Holder is an a “accredited investorqualified institutional buyer” within the meaning of Rule 501 of Regulation D 144A under the Securities Act, and in either case was not organized for the purpose of acquiring the Series C Stock New Notes or the shares of the Common Stock, $.001 par value, into which the Series C Stock New Notes may be converted (the “Underlying Common Stock”). The Holder is knowledgeable, sophisticated and experienced in business and financial matters and has previously invested in securities similar to the New Notes. The Holder is able to bear the economic risk of its investment in the New Notes and is presently able to afford the complete loss of such investment. The Holder (or its authorized representative) is has had the opportunity to review the Company’s filings currently filed with the Securities and Exchange Commission (the “SECCommission”), including, without limitation, the Company’s Annual Report on Form 10-K filed on July 1, 2008, the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008 and November 1921, 2008, and the Company’s Current Reports on Form 8-K filed on September 10, 2008 (2 filings), September 12October 29, 2008 and October 20November 4, 2008 (all of such filings currently filed with the SEC Commission referred to, collectively, as the “SEC Documents”). The Holder has reviewed copies of each of the Indenture, the Registration Rights Agreement and the Disclosure Statement (the “Disclosure Statement”), including copies of each of the Indenture, the Registration Rights Agreement and the Disclosure Statement provided to the Holder. The Holder has had an such opportunity to ask questions of the Company and its representative and to obtain from representatives of the Company such information as the Holder has deemed is necessary to permit it to evaluate the merits and risks of its investment in the Company and has independently, without reliance upon any representatives of the Company and based on such information as the Holder deemed appropriate, made its own analysis and decision to enter into this Agreement. The Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange of the Outstanding Notes Exchange pursuant hereto and to make an informed investment decision with respect to such exchange. No opportunity The Holder acknowledges that the Company is relying on the truth and accuracy of the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon the Company’s foregoing representations and warranties contained hereinin the offering of the New Notes to the Holder without having first registered the New Notes or the Underlying Common Stock under the Securities Act.

Investment Decision. The Holder is (a) a "qualified institutional buyer" within the meaning of Rule 144A under the 1933 Act, and (b) an “"accredited investor” " within the meaning of Rule 501 of Regulation D under the Securities 1933 Act, and in either case was not organized for the purpose of acquiring the Series C Stock Existing Notes or the shares of Common Stock, $.001 par value, into which the Series C Stock may be converted (the “Underlying Common Stock”)New Notes and Shares. The Holder (or its authorized representative) is has had the opportunity to review familiar with the Company’s , has reviewed the Company's filings currently filed with the Securities and Exchange Commission (the “"SEC”"), including, without limitation, the Company’s Annual Report on Form 10-K filed on July 1, 2008, the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008 and November 19, 2008, and the Company’s Current Reports on Form 8-K filed on September 10, 2008 (2 filings), September 12, 2008 and October 20, 2008 (all of such filings currently filed with the SEC referred to, collectively, as the “SEC Documents”). The Holder has had an such opportunity to ask questions of representatives of the Company and to obtain from such representatives of the Company such information as the Holder has deemed is necessary to permit it to evaluate the merits and risks of its investment in the Company and of the proposed Exchange and has independently, without reliance upon any representatives of the Company and based on such information as the Holder deemed appropriate, made its own analysis and decision to enter into this AgreementAgreement and to effect the Exchange. The Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange Exchange of the Outstanding Existing Notes for the Consideration pursuant hereto and to make an informed investment decision with respect to such exchange. No opportunity of Exchange, including with respect to the Holder's proposed investment in the Securities, and the Holder to review understands that nothing in the SEC Documents Agreement or any other documents, materials presented to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder in connection with the Exchange constitutes legal, tax or its advisors investment advice. The Holder is not, and has not been during the preceding three months, an "affiliate" of the Company as such term is defined in Rule 144 under the 1933 Act. Holder is not, and will not become, the owner, directly or representatives shall modifyindirectly, amend of thirty-five percent (35%) or affect more of the Holder’s right outstanding Common Stock of the Company after giving effect to rely upon the Company’s representations and warranties contained hereinissuance of the Shares contemplated hereby.

Investment Decision. The Holder is an a “accredited investorqualified institutional buyer” within the meaning of Rule 501 of Regulation D 144A under the Securities Act of 1933, as amended (the “Securities Act, ”) and in either case was not organized for the purpose of acquiring the Series C Stock or the shares of Common Stock, $.001 par value, into which the Series C Stock may be converted (the “Underlying Common Stock”)Exchange Notes. The Holder (or its authorized representative) is familiar with the Company’s objectives and business plan, has had the opportunity to review the Company’s filings currently filed with the Securities and Exchange Commission (the “SEC”), including, without limitation, the Company’s Annual Report for 2008 on Form 10-K filed on July 1March 10, 2008, the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008 and November 19, 20082009, and the Company’s Current Reports on Form 8-K Definitive Proxy Statement filed on September 10April 3, 2008 (2 filings), September 12, 2008 and October 20, 2008 2009 (all of such filings currently filed with the SEC being referred to, collectively, as the “SEC Documents”). The Holder has reviewed copies of the Indenture, including copies of the Indenture for the Exchange Notes marked to show the differences between such documents and the indenture for the Old Notes, and has had an opportunity to ask questions of the Company and to obtain from representatives of the Company such information as is necessary to determine the changes reflected in each such document, including the changes to the terms of the Exchange Notes compared with the Old Notes. The Holder has deemed had an opportunity to ask questions of the Company and its representative and to obtain from representatives of the Company such information as is necessary to permit it to evaluate the merits and risks of its investment in the Company and has independently, without reliance upon any representatives of the Company and based on such information as the Holder deemed appropriate, made its own analysis and decision to enter into this Agreement. The Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the accounting, tax, financial and legal risks involved in the exchange of the Outstanding Old Notes pursuant hereto and to make an informed investment decision with respect to such exchange. No opportunity The Holder acknowledges that the Company is relying on the truth and accuracy of the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon the Company’s foregoing representations and warranties contained hereinin the offering of the Exchange Notes to the Holder.

Investment Decision. The Holder is either (i) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (ii) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and in either case was not organized for the purpose of acquiring the Series C Stock New Notes or the shares of Common Stock, $.001 par value, into which the Series C Stock New Notes may be converted (the “Underlying Common Stock”). The Holder (or its authorized representative) is has had the opportunity to review the Company’s filings currently filed with the Securities and Exchange Commission (the “SEC”), including, without limitation, the Company’s Annual Report on Form 10-K filed on July 1March 6, 20082007, the Company’s Quarterly Report on Form 10-Q filed on August 14May 10, 2008 and November 192007, 2008the Company’s Definitive Proxy Statement filed on April 17, 2007, and the Company’s Current Reports on Form 8-K filed on September 10, 2008 (2 filings), September January 12, 2008 2007, January 16, 2007, January 24, 2007, March 6, 2007, April 27, 2007, and October 20May 25, 2008 2007 (all of such filings currently filed with the SEC referred to, collectively, as the “SEC Documents”). The Holder has reviewed copies of each of the Indenture and the Registration Rights Agreement, including a copy of the Indenture marked to show the differences between such document and the indenture related to the Outstanding Notes, and has had an opportunity to ask questions of the Company and to obtain from representatives of the Company such information as the Holder has deemed necessary to determine the changes reflected in each such document, including the changes to the terms of the New Notes compared with the Outstanding Notes. The Holder has had such opportunity to ask questions of the Company and its representative and to obtain from representatives of the Company such information as is necessary to permit it to evaluate the merits and risks of its investment in the Company and has independently, without reliance upon any representatives of the Company and based on such information as the Holder deemed appropriate, made its own analysis and decision to enter into this Agreement. The Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange of the Outstanding Notes and/or the purchase of new Notes pursuant hereto and to make an informed investment decision with respect to such exchangeexchange and/or purchase. No opportunity of the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon the Company’s representations and warranties contained hereinherein or in any of the other Transaction Documents.

Investment Decision. The Holder is either (i) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and an “accredited investor” within the meaning of Rule 501 of Regulation D under or (ii) an “accredited investor” within the Securities Actmeaning of Rule 501 of Regulation D, and in either case was not organized for the purpose of acquiring the Series C Stock 3.5% Debentures or the shares of the Company's Common Stock, $.001 par value, Stock into which the Series C Stock 3.5% Debentures may be converted (the “Underlying Common Stock”). The Holder (or its authorized representative) is familiar with the Company's objectives and business plan, has had the opportunity to review the Company’s 's filings currently filed with the Securities and Exchange Commission (the “SEC”), including, without limitation, the Company’s 's Annual Report on Form 10-K filed on July 1February 26, 2008, the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008 and November 19, 2008, 2009 and the Company’s Current Reports on Form 8-K filed on September 10January 21, 2008 (2 filings)2009, September 12February 13, 2008 2009, February 18, 2009 and October 20March 3, 2008 2009 (all of such filings currently filed with the SEC referred to, collectively, as the “SEC Documents”). The Holder has reviewed copies of the Indenture, including a copy of the Indenture marked to show the differences between the Indenture and that certain indenture, dated as of March 24, 2004, by and between the Company and U.S. Bank National Association, as trustee (as successor trustee to Wachovia Bank, National Association), related to the Company’s 1.00% Convertible Senior Subordinated Debentures due 2024 (the “Outstanding Debentures”), and has had an opportunity to ask questions of the Company and to obtain from representatives of the Company such information as is necessary to determine the changes reflected in each such document, including the changes to the terms of the 3.5% Debentures compared with the Outstanding Debentures. The Holder has deemed had such opportunity to ask questions of the Company and its representative and to obtain from representatives of the Company such information as is necessary to permit it to evaluate the merits and risks of its investment in the Company and has independently, without reliance upon any representatives of the Company and based on such information as the Holder deemed appropriate, made its own analysis and decision to enter into this Agreement. The Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange purchase of the Outstanding Notes New Debentures pursuant hereto and to make an informed investment decision with respect to such exchangepurchase. No opportunity The Holder acknowledges that the Company is relying on the truth and accuracy of the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon the Company’s foregoing representations and warranties contained hereinin the offering of the 3.5% Debentures to the Holder without having first registered the 3.5% Debentures or the Underlying Common Stock under the Securities Act.

Investment Decision. The Holder is an a “accredited investorqualified institutional buyer” within the meaning of Rule 501 of Regulation D 144A under the Securities Act of 1933, as amended (the “Securities Act”), and in either case was not organized for the purpose of acquiring the Series C Stock New Notes or the shares of Common Stock, $.001 par value, Stock into which the Series C Stock New Notes may be converted (the “Underlying Common Stock”). The Holder (or its authorized representative) is familiar with the Company’s objectives and business plan, has had the opportunity to review the Company’s filings currently filed with the Securities and Exchange Commission (the “SEC”) that are incorporated by reference into the confidential offering memorandum, dated the date hereof (the “Offering Memorandum”), including, without limitation, delivered by or on behalf of the Company’s Annual Report on Form 10-K filed on July 1, 2008, Company to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008 and November 19, 2008, and Holder in connection with the Company’s Current Reports on Form 8-K filed on September 10, 2008 (2 filings), September 12, 2008 and October 20, 2008 Note Exchange (all of such filings currently filed with the SEC referred to, collectively, as the “SEC Documents”). The Holder has reviewed copies of each of the Indenture, the Letter of Transmittal and the Offering Memorandum, and has had an opportunity to ask questions of the Company and to obtain from representatives of the Company such information as the Holder deems necessary or appropriate in connection with its analysis and decision to enter into this Agreement. The Holder has deemed had such opportunity to ask questions of the Company and its representative and to obtain from representatives of the Company such information as is necessary to permit it to evaluate the merits and risks of its investment in the Company and has independently, without reliance upon any representatives of the Company and based on such information as the Holder deemed appropriate, made its own analysis and decision to enter into this Agreement. The Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange of the Outstanding Notes Note Exchange pursuant hereto and to make an informed investment decision with respect to such exchangeNote Exchange. No opportunity The Holder acknowledges that the Company is relying on the truth and accuracy of the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon the Company’s foregoing representations and warranties contained hereinin the offering of the New Notes to the Holder without having first registered the New Notes or the Underlying Common Stock under the Securities Act.

Investment Decision. The Holder is either (i) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and in either case was not organized for the purpose of acquiring the Series C Stock New Notes or the shares of the Company’s common stock (the “Common Stock”), $.001 0.001 par valuevalue per share, into which the Series C Stock New Notes may be converted (the “Underlying Common Stock”). The Holder (or its authorized representative) is familiar with the Company’s objectives and business plan, has had the opportunity to review reviewed the Company’s filings currently filed with the Securities and Exchange Commission (the “SEC”), including, without limitation, the Company’s Annual Report on Form 10-K filed on July 114, 20082006, the Company’s Quarterly Report on Form 10-Q filed on September 8, 2006, the Company’s Definitive Proxy Statement filed on August 1428, 2008 and November 19, 20082006, and the Company’s Current Reports on Form 8-K filed on September 10June 5, 2008 2006, June 7, 2006 (2 filingsas amended on August 23, 2006), September 12June 26, 2008 2006, July 7, 2006 and October 202, 2008 2006 (all of such filings currently filed with the SEC referred to, collectively, as the “SEC Documents”). The Holder , and has had an such opportunity to ask questions of the Company and to obtain from representatives of the Company such information as the Holder has deemed is necessary to permit it to evaluate the merits and risks of its investment in the Company and has independently, without reliance upon any representatives of the Company and based on such information as the Holder deemed appropriate, made its own analysis and decision to enter into this Agreement. The Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange of the Outstanding Notes pursuant hereto and to make an informed investment decision with respect to such exchange. No opportunity The Holder acknowledges that the Company is relying on the truth and accuracy of the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon the Company’s foregoing representations and warranties contained hereinin the offering of the New Notes to the Holder without having first registered the New Notes or the Underlying Common Stock under the Securities Act.

Investment Decision. The Each Holder is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) or 501(a)(8) (all of the equity owners of which are “accredited investors” within the meaning of Rule 501 of 501(a)(1), (2), (3) or (7)) under Regulation D promulgated under the Securities Act, and in either case was not organized for the purpose of acquiring the Series C Stock or the shares of Common Stock, $.001 par value, into which the Series C Stock may be converted (the “Underlying Common Stock”)Notes. The Each Holder (or its authorized representative) is familiar with the Company’s objectives and business plan, has had the opportunity to review reviewed the Company’s filings currently filed with the Securities and Exchange Commission (the “SEC”), including, without limitation, including the Company’s Annual Report on Form 10-K filed on July 1March 29, 20082006, the Company’s Quarterly Report on Form 10-Q filed on August 14May 12, 2008 2006 and November 19Registration Statement on Form S-4 (SEC File No. 333-135203) filed on June 21, 20082006 (including the related prospectus forming a part thereof) (such reports and registration statement, and including the information (if any) incorporated by reference therein, together with the Company’s Current Reports on Form From 8-K filed on September 10, 2008 (2 filings), September 12, 2008 and October 20, 2008 (all of such filings currently filed with the SEC during the period from January 1, 2006 through the Closing, being referred to, collectively, as the “SEC Documents”). The Holder , and has had an such opportunity to ask questions of the Company and to obtain from representatives of the Company such information as the Holder has deemed is necessary to permit it the Holders to evaluate the merits and risks of its their investment in the Company Notes and has have independently, without reliance upon any representatives representations of the Company and based on such information as the Holder Holders deemed appropriate, made its their own analysis and decision to enter into this AgreementAgreement and acquire the Notes. The Holder has Holders have had the opportunity to consult with its their accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange of the Outstanding Debt for the Notes pursuant hereto and to make an informed investment decision with respect to such exchange. No opportunity The Holders acknowledge that the Company is relying on the truth and accuracy of the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon the Company’s representations and warranties contained hereinand agreements of the Holders herein in the offering of the Notes to the Holders without having first registered the Notes under the Securities Act.

Investment Decision. The Holder is an “accredited investor” a "qualified institutional buyer" within the meaning of Rule 501 of Regulation D 144A under the Securities Act of 1933, as amended (the "Securities Act"), and in either case was not organized for the purpose of acquiring the Series C Stock New Notes or the shares of common stock (the "Common Stock"), $.001 .05 par value, into which the Series C Stock they may be converted (the “"Underlying Common Stock”"). The Holder (or its authorized representative) is has had the opportunity to review familiar with the Company’s 's objectives and business plan, has reviewed the Company's filings currently filed with the Securities and Exchange Commission (the “"SEC”"), including, without limitation, the Company’s 's Annual Report on Form 10-K 10‑K filed on August 11, 2004, the Company's Quarterly Reports on Form 10‑Q filed on October 6, 2004 and January 21, 2005, the Company's Current Reports on Form 8‑K filed on September 28, 2004, September 28, 2004, October 12, 2004, October 14, 2004, November 8, 2004, November 8, 2004, December 8, 2004 and December 9, 2004, the Company's Form S‑1 Registration Statement filed on July 1, 20082004, and the related final prospectus filed on July 6, 2004, the Company’s Quarterly Report on Form 10-Q filed on August 14's earning release for the quarter ended November 30, 2008 and November 19, 2008, 2004 and the Company’s Current Reports on 's Form 8-K 12(b)-25 filed on September January 10, 2008 (2 filings)2005, September 12, 2008 and October 20, 2008 (all of such filings currently filed with the SEC referred to, collectively, as the “SEC Documents”). The Holder has had an such opportunity to ask questions of the Company and to obtain from representatives of the Company such information as the Holder has deemed is necessary to permit it the Holder to evaluate the merits and risks of its investment in the Company and has independently, without reliance upon any representatives of the Company and based on such information as the Holder deemed appropriate, made its own analysis and decision to enter into this Agreement. The Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange of the Outstanding Notes Debentures pursuant hereto and to make an informed investment decision with respect to such exchange. No opportunity The Holder acknowledges that the Company is relying on the truth and accuracy of the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon the Company’s foregoing representations and warranties contained hereinin the offering of the New Notes to the Holder without having first registered the New Notes or the Underlying Common Stock under the Securities Act.

Investment Decision. The Holder is an a “accredited investorqualified institutional buyer” within the meaning of Rule 501 of Regulation D 144A under the Securities Act, and in either case was not organized for the purpose of acquiring the Series C Stock New Notes or the shares of the Common Stock, $.001 par value, into which the Series C Stock New Notes may be converted (the “Underlying Common Stock”). The Holder is knowledgeable, sophisticated and experienced in business and financial matters and has previously invested in securities similar to the New Notes. The Holder is able to bear the economic risk of its investment in the New Notes and is presently able to afford the complete loss of such investment. The Holder (or its authorized representative) is has had the opportunity to review the Company’s filings currently filed with the Securities and Exchange Commission (the “SECCommission”), including, without limitation, the Company’s Annual Report on Form 10-K filed on July 1November 21, 2008, including information specifically incorporated by reference into our Form 10-K from our Proxy Statement for our Annual Meeting of Stockholders held on March 3, 2009, the Company’s Quarterly Report on Form 10-Q filed on August 14February 6, 2008 and November 19, 2008, 2009 and the Company’s Current Reports on Form 8-K filed on September 10October 29, 2008 (2 filings)2008, September 12November 4, 2008 and October 20December 22, 2008 (all of such filings currently filed with the SEC Commission referred to, collectively, as the “SEC Documents”). The Holder has reviewed copies of each of the Indenture, the Registration Rights Agreement and the Disclosure Statement (the “Disclosure Statement”), including copies of each of the Indenture, the Registration Rights Agreement and the Disclosure Statement provided to the Holder. The Holder has had an such opportunity to ask questions of the Company and its representative and to obtain from representatives of the Company such information as the Holder has deemed is necessary to permit it to evaluate the merits and risks of its investment in the Company and has independently, without reliance upon any representatives of the Company and based on such information as the Holder deemed appropriate, made its own analysis and decision to enter into this Agreement. The Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange of the Outstanding Notes Exchange pursuant hereto and to make an informed investment decision with respect to such exchange. No opportunity The Holder acknowledges that the Company is relying on the truth and accuracy of the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon the Company’s foregoing representations and warranties contained hereinin the offering of the New Notes to the Holder without having first registered the New Notes or the Underlying Common Stock under the Securities Act.

Investment Decision. The Holder is either (i) a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") or (ii) an “"accredited investor” " within the meaning of Rule 501 of Regulation D under the Securities Act, and in either case was not organized for the purpose of acquiring the Series C Stock New Notes or the shares of the Company's common stock (the "Common Stock"), $.001 0.001 par valuevalue per share, into which the Series C Stock New Notes may be converted (the “"Underlying Common Stock”"). The Holder (or its authorized representative) is familiar with the Company's objectives and business plan, has had the opportunity to review the Company’s 's filings currently filed with the Securities and Exchange Commission (the “"SEC”"), including, without limitation, the Company’s 's Annual Report on Form 10-K filed on July 1February 27, 20082007, the Company’s Quarterly Report on Form 10-Q 's Definitive Proxy Statement filed on August 14April 27, 2008 and November 19, 20082006, and the Company’s 's Current Reports on Form 8-K filed on September 10July 5, 2008 (2 filings)2006, September 12August 8, 2008 and 2006, October 20, 2008 2006, November 28, 2006 and February 28, 2007 (all of such filings currently filed with the SEC referred to, collectively, as the “"SEC Documents”"). The Holder has reviewed copies of each of the Indenture and the Registration Rights Agreement, including copies of each of the Indenture and Registration Rights Agreement marked to show the differences between such documents and the respective indenture and registration rights agreement related to the Outstanding Notes, and has had an opportunity to ask questions of the Company and to obtain from representatives of the Company such information as is necessary to determine the changes reflected in each such document, including the changes to the terms of the New Notes compared with the Outstanding Notes. The Holder has deemed had such opportunity to ask questions of the Company and its representative and to obtain from representatives of the Company such information as is necessary to permit it to evaluate the merits and risks of its investment in the Company and has independently, without reliance upon any representatives of the Company and based on such information as the Holder deemed appropriate, made its own analysis and decision to enter into this Agreement. The Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange of the Outstanding Notes and/or the purchase of new Notes pursuant hereto and to make an informed investment decision with respect to such exchangeexchange and/or purchase. No opportunity The Holder acknowledges that for U.S. federal income tax purposes, the Exchange Notes and the New Notes are intended by the Company to be contingent payment debt instruments within the meaning of Treasury Regulations Section 1.1275-4. Each Holder must report consistently with such characterization, unless it discloses a contrary position on a statement attached to the Holder's timely filed U.S. federal income tax return for the taxable year that includes the Closing Date. The Holder acknowledges that the Company is relying on the truth and accuracy of the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon the Company’s foregoing representations and warranties contained hereinin the offering of the New Notes to the Holder without having first registered the New Notes or the Underlying Common Stock under the Securities Act.

Investment Decision. The Holder is an a “accredited investorqualified institutional buyer” within the meaning of Rule 501 of Regulation D 144A under the Securities Act, and in either case was not organized for the purpose of acquiring the Series C Stock or Exchange Shares. The Holder is knowledgeable, sophisticated and experienced in business and financial matters and has previously invested in securities similar to the shares Exchange Shares. The Holder is able to bear the economic risk of Common Stock, $.001 par value, into which its investment in the Series C Stock may be converted (Exchange Shares and is presently able to afford the “Underlying Common Stock”)complete loss of such investment. The Holder (or its authorized representative) is has had the opportunity to review the Company’s filings currently filed with the Securities and Exchange Commission (the “SECCommission”), including, without limitation, the Company’s Annual Report on Form 10-K filed on July 1November 21, 2008, including information specifically incorporated by reference into our Form 10-K from our Proxy Statement for our Annual Meeting of Stockholders held on March 3, 2009, the Company’s Quarterly Report Reports on Form 10-Q filed on August 14February 6, 2008 2009 and November 19May 7, 2008, 2009 and the Company’s Current Reports on Form 8-K filed on September 10December 22, 2008 (2 filings)2008, September 12April 3, 2008 and October 2009, April 16, 2009, April 20, 2008 2009, May 5, 2009 (excluding the information furnished in Item 2.02 thereof, which is not deemed filed and which is not incorporated by reference) and June 29, 2009 (all of such filings currently filed with the SEC Commission referred to, collectively, as the “SEC Documents”). The Holder has reviewed a copy of the Disclosure Statement provided to the Holder. The Holder has had an such opportunity to ask questions of the Company and its representative and to obtain from representatives of the Company such information as the Holder has deemed is necessary to permit it to evaluate the merits and risks of its investment in the Company and has independently, without reliance upon any representatives of the Company and based on such information as the Holder deemed appropriate, made its own analysis and decision to enter into this Agreement. The Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange of the Outstanding Notes Exchange pursuant hereto and to make an informed investment decision with respect to such exchange. No opportunity The Holder acknowledges that the Company is relying on the truth and accuracy of the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon the Company’s foregoing representations and warranties contained hereinin the offering of the Exchange Shares to the Holder without having first registered the Exchange Shares under the Securities Act.

Investment Decision. The Holder is an Such Purchaser, or the duly appointed investment manager of such Purchaser (the “accredited investor” within Investment Manager”), if applicable, has (1) reached its decision to invest in the meaning of Rule 501 of Regulation D under the Securities ActSubordinated Notes independently from any other Person, and (2) except with respect to other Purchasers, has not entered into any agreement or understanding with any other Person to act in either case was not organized concert for the purpose of acquiring exercising a controlling influence over the Series C Stock Company or any Company Subsidiary, including any agreements or understandings regarding the voting or transfer of shares of Common Stockthe Company, $.001 par value(3) except with respect to other Purchasers, into which the Series C Stock may be converted (the “Underlying Common Stock”). The Holder (has not shared with any other Person proprietary due diligence materials prepared by such Purchaser or its authorized representativeInvestment Manager or any of its other advisors or representatives (acting in their capacity as such) and used by its investment committee as the basis for purposes of making its investment decision with respect to the Company or any Company Subsidiary, (4) has not been induced by any other Person to enter into the transactions contemplated by this Agreement, and (5) except with respect to other Purchasers, has not entered into any agreement with any other Person with respect to the Investment. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to such Purchaser in connection with the purchase of the Subordinated Notes constitutes legal, tax or investment advice. Such Purchaser has consulted such accounting, legal, tax and investment advisors as it has deemed necessary or appropriate in connection with its purchase of the Subordinated Notes. Each Purchaser further acknowledges and agrees that it is not relying upon, and has had the opportunity to review not relied upon, any advice, statement, representation or warranty made by any Person by or on behalf of the Company’s filings currently filed with the Securities and Exchange Commission (the “SEC”), including, without limitation, the Company’s Annual Report on Form 10-K filed on July 1Placement Agent, 2008except for the express statements, the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008 representations and November 19, 2008, and the Company’s Current Reports on Form 8-K filed on September 10, 2008 (2 filings), September 12, 2008 and October 20, 2008 (all of such filings currently filed with the SEC referred to, collectively, as the “SEC Documents”). The Holder has had an opportunity to ask questions warranties of the Company made or contained in this Agreement. Furthermore, it acknowledges that (1) the Placement Agent has not performed any due diligence review on behalf of it (2) the Placement Agent makes no representations or warranties to the Purchasers, and to obtain from representatives (3) nothing in this Agreement or any other materials presented by or on behalf of the Company such information as to it in connection with the Holder has deemed necessary to permit it to evaluate the merits and risks of its investment in the Company and has independently, without reliance upon any representatives purchase of the Company and based on such information as the Holder deemed appropriateSubordinated Notes constitutes legal, made its own analysis and decision to enter into this Agreement. The Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange of the Outstanding Notes pursuant hereto and to make an informed tax or investment decision with respect to such exchange. No opportunity of the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon the Company’s representations and warranties contained hereinadvice.

Investment Decision. The Holder is an a “accredited investorqualified institutional buyer” within the meaning of Rule 501 of Regulation D 144A under the Securities Act, and in either case was not organized for the purpose of acquiring the Series C Stock or Exchange Shares. The Holder is knowledgeable, sophisticated and experienced in business and financial matters and has previously invested in securities similar to the shares Exchange Shares. The Holder is able to bear the economic risk of Common Stock, $.001 par value, into which its investment in the Series C Stock may be converted (Exchange Shares and is presently able to afford the “Underlying Common Stock”)complete loss of such investment. The Holder (or its authorized representative) is has had the opportunity to review the Company’s filings currently filed with the Securities and Exchange Commission (the “SECCommission”), including, without limitation, the Company’s Annual Report on Form 10-K filed on July 1November 21, 2008, including information specifically incorporated by reference into our Form 10-K from our Proxy Statement for our Annual Meeting of Stockholders held on March 3, 2009, the Company’s Quarterly Report Reports on Form 10-Q filed on August 14February 6, 2008 2009 and November 19May 7, 2008, 2009 and the Company’s Current Reports on Form 8-K filed on September 10December 22, 2008 2008, April 3, 2009, April 16, 2009, April 20, 2009, May 5, 2009 (2 filingsexcluding the information furnished in Item 2.02 thereof, which is not deemed filed and which is not incorporated by reference), September 12June 29, 2008 2009 and October 20July 24, 2008 2009 (all of such filings currently filed with the SEC Commission referred to, collectively, as the “SEC Documents”). The Holder has reviewed a copy of the Disclosure Statement provided to the Holder. The Holder has had an such opportunity to ask questions of the Company and its representative and to obtain from representatives of the Company such information as the Holder has deemed is necessary to permit it to evaluate the merits and risks of its investment in the Company and has independently, without reliance upon any representatives of the Company and based on such information as the Holder deemed appropriate, made its own analysis and decision to enter into this Agreement. The Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the exchange of the Outstanding Notes Exchange pursuant hereto and to make an informed investment decision with respect to such exchange. No opportunity The Holder acknowledges that the Company is relying on the truth and accuracy of the Holder to review the SEC Documents or any other documents, to ask questions or to consult with advisors, nor any other due diligence investigations or inquiries by the Holder or its advisors or representatives shall modify, amend or affect the Holder’s right to rely upon the Company’s foregoing representations and warranties contained hereinin the offering of the Exchange Shares to the Holder without having first registered the Exchange Shares under the Securities Act.