Common use of Issuance, Sale and Delivery of the Shares Clause in Contracts

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be validly issued, fully paid and non-assessable. The Additional Shares have been duly authorized and, if and when issued pursuant to the Adjustment Agreement, will be validly issued, fully paid and non-assessable, Upon payment of the purchase price and delivery of the Shares in accordance with this Agreement, PaineWebber will receive good, valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards of directors of the Companies will be required for the issuance and/or sale of the Shares to be sold by the Companies as contemplated herein or in the Adjustment Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Shares to the PaineWebber Parties by the Companies pursuant to this Purchase Agreement or the Adjustment Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act, and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies shares of Preferred Stock have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be validly issued, fully paid and non-assessablenonassessable, and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. The Additional Shares shares of Common Stock have been duly authorized and, if when issued, delivered and when issued pursuant to paid for in the Adjustment manner set forth in this Agreement, will be validly issued, fully paid and non-assessablenonassessable, Upon payment and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. The Company shall at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion or redemption of the purchase price and delivery Shares, the full number of shares of Common Stock issuable upon the conversion or redemption of all the Shares from time to time outstanding. The shares of Common Stock that may be issued upon conversion or redemption of the Shares in accordance have been duly authorized, and upon such issuance will be validly issued, fully paid and nonassessable and no preemptive rights or other rights to subscribe for or purchase any shares of Common Stock of the Company exist with this Agreement, PaineWebber will receive good, valid and marketable title respect to the Shares, free and clear issuance of all security interests, mortgages, pledges, liens, encumbrances and claimssuch shares. No approval preemptive rights or other rights to subscribe for or purchase any shares of Common Stock or authorization Preferred Stock of the Company exist with respect to the issuance and sale of the Shares by the respective shareholders Company pursuant to this Agreement or boards the Conversion Shares pursuant to the Certificate of directors Designations which have not been waived or complied with. No stockholder of the Companies Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intention to file the Registration Statement) to require the Company to register the sale of any capital stock owned by such stockholder under the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and/or and sale of the Shares to be sold by the Companies Company as contemplated herein or in the Adjustment Agreementherein, except such as shall have been obtained on or before for the Closing Date. The issuance and/or sale of the Shares to the PaineWebber Parties by the Companies pursuant to this Purchase Agreement or the Adjustment Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or Stockholder Approval described in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act, and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingSection 4.5 below.

Issuance, Sale and Delivery of the Shares. (a) The Purchase Shares to be sold by the Companies shares of Offered Common Stock have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be validly issued, fully paid and non-assessable. nonassessable, and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. (b) The Additional Shares shares of Offered Preferred Stock have been duly authorized and, if when issued, delivered and when issued pursuant to paid for in the Adjustment manner set forth in this Agreement, will be validly issued, fully paid and non-assessablenonassessable, Upon payment and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. (c) The holders of Offered Preferred Stock will be entitled to the rights and preferences set forth in the Certificate of Designations of the Offered Preferred Stock (the “Certificate of Designations”), a form of which is attached to this Agreement as Exhibit A, as further described in the Private Placement Memorandum. (d) The Company has reserved and at all times shall reserve and keep available, out of its authorized but unissued common stock, solely for the purpose of effecting the conversion of the Offered Preferred Stock (the “Conversion”), the full number of shares of common stock issuable upon the Conversion of all the Offered Preferred Stock from time to time outstanding. The Conversion Shares have been duly authorized, and when issued and delivered in the manner set forth in the Certificate of Designations, will be validly issued, fully paid and nonassessable. (e) No preemptive rights, resale rights, rights of first refusal or similar rights to subscribe for or purchase price any shares of common stock or preferred stock of the Company exist with respect to the issuance and delivery sale of the Shares in accordance with by the Company pursuant to this Agreement, PaineWebber will receive good, valid and marketable title Agreement or the Conversion Shares pursuant to the SharesCertificate of Designations, free and clear in each case, which have not been waived or complied with or will be waived or complied with on or before the Funding Date. (f) No further approval or consent by, or notice to, the stockholders or Board of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards of directors Directors of the Companies Company will be required for the issuance and/or and sale of the Shares to be sold by or the Companies issuance of the Conversion Shares, as contemplated herein or in herein, except: (i) pursuant to the Adjustment Securityholders and Registration Rights Agreement, except dated as of July 19, 2007, between Doral Holdings Delaware LLC (“Holdings”) and the Company (the “Stockholders Agreement”), a 20-day written notice must be provided to Holdings prior to an issuance of common stock, so long as Holdings owns at least 25% of the outstanding voting power of the Company; and (ii) pursuant to New York Stock Exchange (the “NYSE”) Rule 312.03(c)(2), the stockholders of the Company must approve the issuance of common stock, or securities convertible into or exercisable for common stock, when such as shall have been obtained on issuance will equal or exceed 20 percent of the number of shares of common stock outstanding before the Closing Dateissuance of common stock or securities convertible into or exercisable for common stock and, pursuant to NYSE Rule 312.03(b)(3), the stockholders of the Company must approve the issuance of common stock or securities convertible into or exercisable for common stock, when such issuance involves issuances to a substantial security holder (such common stockholder approvals being referred to herein as the “Stockholder Approval”). The Notwithstanding the foregoing, the issuance and/or and sale of the Shares prior to the PaineWebber Parties by the Companies pursuant to this Purchase Agreement or the Adjustment Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Agreement and the consummation receipt of the other transactions contemplated hereby or thereby do Stockholder Approval will not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act, and contravene the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingNYSE.

Issuance, Sale and Delivery of the Shares. (a) Subject to the terms and conditions hereof and in reliance upon the representations, warranties, covenants and agreements contained herein, the Company hereby agrees to issue and sell to each Investor and each Investor hereby severally and not jointly agrees to purchase from the Company Shares on the First Closing Date (as hereafter defined) and Shares on the Second Closing Date (as hereafter defined), at a purchase price of $ per each Share. The Purchase Shares to First Closing Date shall be sold by the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner date of this Agreement as set forth in the first paragraph of this Purchase Agreement. [The Second Closing Date shall be the day immediately following (or if that day is not a business day, will be validly issued, fully paid and non-assessable. The Additional Shares have been duly authorized and, if and when issued pursuant then the immediately following business day) the day ICANN awards to the Adjustment AgreementCompany the .XXX top-level domain registry or equivalent adult content top-level domain (the "Award Date")]. If the Award Date does not occur within (b) The First Closing and the Second Closing will take place at the offices of Holland & Knight LLPat 10:00 a.m. (local time) on the First Closing Date and the Second Closing Date, will respectively, or at such other place, date and time as may be validly issuedmutually agreed upon by the Company and the Investor. (The First Closing and the Second Closing, fully paid are sometimes individually and non-assessablecollectively referred to herein as a "Closing." The First Closing Date and the Second Closing Date, are sometimes individually and collectively referred to herein as a "Closing Date"). (c) Upon payment the Investor's purchase of the purchase price Shares at a Closing, the Company shall issue and deliver to the Investor a stock certificate or certificates in definitive form, registered in the name of such Investor, representing the number of Shares purchased by the Investor at such Closing. As payment in full for the Shares being purchased by it at the Closing, and against delivery of the Shares in accordance with this Agreement, PaineWebber will receive good, valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of stock certificate or authorization by the respective shareholders or boards of directors of the Companies will be required for the issuance and/or sale of the Shares to be sold by the Companies certificates therefor as contemplated herein or in the Adjustment Agreement, except such as shall have been obtained aforesaid on or before the Closing Date. The issuance and/or sale of , the Shares Investor shall deliver to the PaineWebber Parties Company by check or wire transfer an amount equal to $ for each Share being purchased by the Companies pursuant to this Purchase Agreement or Investor at the Adjustment Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act, and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingClosing.

Issuance, Sale and Delivery of the Shares. (a) The Purchase Shares Company hereby agrees to be sold by sell the Companies have been duly authorized for issuance and, when issued, delivered and paid for in Units directly through the manner set forth in this Purchase Agreement, will be validly issued, fully paid and nonPlacement Agent on a "best efforts all-assessable. The Additional Shares have been duly authorized and, if and when issued pursuant or-none" basis with respect to the Adjustment Agreementminimum offering of ten (10) Units (the "Minimum Offering"), will be validly issued, fully paid and non-assessable, Upon payment thereafter on a "best efforts" basis with respect to the remaining Units up to an aggregate maximum offering of one hundred fifty (150) Units (the "Maximum Offering"). Pending the closing of the purchase price and delivery of the Shares in accordance with this Agreement, PaineWebber will receive good, valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards of directors of the Companies will be required for the issuance and/or sale of the Shares to Minimum Offering, the proceeds of the Offering will be deposited in escrow in a non-interest bearing account at Chase Manhattan Bank. Unless the Minimum Offering of Units is sold by the Companies as contemplated herein or in the Adjustment Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or earlier to occur of (i) 90 days after the Commencement Date or (ii) November 30, 2000 (the "Initial Offering Period"), the offering will terminate and all funds theretofore received from the sale of the Shares Units will be promptly returned to the PaineWebber Parties subscribers without deduction therefrom or interest thereon. Moreover, during the period of escrow, subscribers will not be entitled to a return of their subscriptions, except as required by law. If the Minimum Offering is completed within the Initial Offering Period, the remaining Units up to the amount of the Maximum Offering will be offered (the "Continuing Offering Period") on a "best efforts" basis until the first to occur of (i) the completion of the Maximum Offering, (ii) 90 days after the end of the Initial Offering Period, or (iii) the termination of the Offering by mutual agreement of the Placement Agent and the Company. The Initial Offering Period and Continuing Offering Period are referred to collectively herein as the "Offering Period." (b) All checks for the purchase of Units shall be made payable to Chase Manhattan Bank, as escrow agent ("Escrow Agent"), and shall be accompanied by a duly executed Subscription Agreement and Statement of Accredited Investor in the forms annexed to the Memorandum. Each such check and Subscription Agreement and Statement of Accredited Investor signature page, when received by the Companies pursuant Placement Agent, shall be immediately delivered to this Purchase Agreement such Escrow Agent, and in no event later than 12:00 noon of the business day following receipt by the Placement Agent. Subscribers shall purchase Units for cash. Upon receipt thereof or the Adjustment Agreement (on such scheduled closing date as the case Company and the Placement Agent may be)agree after the Escrow Agent shall receive subscriptions for the Minimum Offering, the compliance by Company shall issue the Companies Units and, simultaneously with the delivery of the Units, the Company, or its counsel, shall deliver to the Placement Agent's counsel an opinion and such other provisions documents and certificates as provided for in Sections 7(f) and (g) of this Purchase Agreement or the Adjustment Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as Agreement. No funds shall have been obtained on or before the Closing Date or be disbursed from escrow in connection with any Resale Registration Statement filed Closing without the written consent of both the Company and the Placement Agent. Notwithstanding anything contained herein to the contrary, the Placement Agent shall have the sole discretion to return any amount, including interest, if any, to any potential investor together with the appropriate cancellation of any signed subscription agreements prior to consummation of such potential investors' purchase of Units. The Company shall not have the right to reject any subscription from a potential investor except with the consent of the Placement Agent, unless either (x) the Company has a reasonable belief that such investor is unaccredited, is a direct competitor of the Company or is a former director, executive officer, consultant or employee of the Company or (y) in the event the condition in clause (x) of this sentence is not met but the Company, nevertheless, chooses to reject such investor (the "Rejected Investor"), the Placement Agent receives credit for purposes of calculating Placement Agent's compensation hereunder as (1) having raised such amount of money as the Rejected Investor had deposited with the Escrow Agent and (2) having sold such number of Units as the Rejected Investor proposed to purchase, as indicated by such Rejected Investor's executed Subscription Agreement, which such number of Units shall be included in determining the aggregate number of Units sold by the Placement Agent for purposes of calculating Placement Agent's compensation hereunder. (c) As its basic compensation (collectively, "Basic Compensation"), the Placement Agent's commission shall be (i) cash compensation equal to ten percent (10%) of the gross proceeds received by the Company from the sale of Units, as commission, (ii) an amount equal to three percent (3%) of the gross proceeds received by the Company from the sale of Units as a non-accountable expense allowance, and (iii) additional compensation in the form of cashless exercise warrants ("Placement Agent Warrants"), the form of which is attached hereto as Exhibit A, to purchase Shares ("Placement Agent Shares"), computed on the basis of 25,000 Placement Agent Warrants for each Unit sold or portion thereof, exercisable at any time from the Issuance Date through December 31, 2005, at a price per Placement Agent Share equal to $0.50. The Company shall also pay the Placement Agent at the first Issuance Date a fee of $10,000 as reimbursement for out-of-pocket costs incurred by the Placement Agent in connection with its due diligence obligations. The Placement Agent Warrants shall have registration, anti-dilution and other rights identical to the rights underlying the Debentures and Warrants. As an example, at the closing of the Minimum Offering with gross proceeds to the Company of $1,000,000, Placement Agent shall receive $100,000 in cash as a commission, $30,000 as a non-accountable expense allowance, and 250,000 Placement Agent Warrants. It is acknowledged that the $10,000 retainer paid to Placement Agent pursuant to the Engagement Letter is separate and exclusive from the compensation described herein. All Basic Compensation shall be paid in full on the applicable Issuance Date. (d) In the event the Company receives any funds, capital or other consideration to purchase any securities of the Company (whether in the form of guarantees of indebtedness, irrevocable commitments to fund, securities or other property or otherwise) from any entity or individual from the date of the Engagement Letter through the date of publication of the Memorandum, regardless of whether such funds are in the form of debt or equity financing for the Company or otherwise ("Other Consideration"), the Placement Agent shall be entitled to a fee equal to fifty percent (50%) of the Basic Compensation, regardless of any prior termination of this Agreement; provided, however, that the Placement Agent shall not be entitled to any compensation with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act, and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.inventory and

Issuance, Sale and Delivery of the Shares. The Purchase Shares ----------------------------------------- to be sold by the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will conform to the description thereof included in the Companies' SEC Filings or incorporated by reference in the Registration Statements, if available. The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Forward Stock Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, Upon payment and will conform to the description thereof included in the Companies' SEC filings or incorporated by reference in the Registration Statements. None of the purchase price Purchase Shares when issued and delivery delivered to the UBS Parties shall be subject to any lien, security interest, claim, charge or encumbrance of any nature. No further approval or authority of the Shares in accordance with this Agreement, PaineWebber will receive good, valid and marketable title to stockholders or the Shares, free and clear Board of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards of directors Directors of the Companies REIT or the OPCO will be required for the issuance and/or sale of the Purchase Shares to be sold by the Companies as contemplated herein or in the Adjustment Forward Stock Purchase Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Purchase Shares to the PaineWebber UBS Parties by the Companies pursuant to this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agencyauthority, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any other than the registration of the Sharesresale of the Shares by the UBS Parties with the Securities and Exchange Commission (the "SEC") and any required Blue Sky filings with the States. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act, Act and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder (the "Commission") under the Securities Act (the "1933 Act Rules and Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulationsrules and regulations thereunder, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statements (as defined in Section 7 below) shall, when they are filed with the SEC, conform in all material respects with the requirements of the Securities Act and the Rules and Regulations and the Exchange Act and the rules and regulations thereunder, as applicable. No Resale Registration Statement filed in respect of any of the Purchase Shares or Additional Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be validly issued, fully paid and non-assessable. The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Agreement, have been duly authorized and will be validly issued, fully paid and non-assessable, . Upon payment of the purchase price and delivery of the Shares in accordance with this Purchase Agreement, PaineWebber NMSSI will receive good, valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards of trustees or directors of the Companies will be required for the issuance and/or sale of the Shares to be sold by the Companies as contemplated herein or in the Adjustment Agreement, except such as shall have been obtained on or before the Closing Date or the applicable Settlement Date. The issuance and/or sale of the Shares to the PaineWebber NMS Parties by the Companies pursuant to this Purchase Agreement or the Adjustment Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations since December 31, 1996 and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading.. 5

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will conform to the description thereof included in the Companies' SEC Filings or incorporated by reference in the Registration Statements, if available. The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Forward Stock Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, Upon payment and will conform to the description thereof included in the Companies' SEC filings or incorporated by reference in the Registration Statements. None of the purchase price Purchase Shares when issued and delivery delivered to the UBS Parties shall be subject to any lien, security interest, claim, charge or encumbrance of any nature. No further approval or authority of the Shares in accordance with this Agreement, PaineWebber will receive good, valid and marketable title to stockholders or the Shares, free and clear Board of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards of directors Directors of the Companies REIT or the OPCO will be required for the issuance and/or sale of the Purchase Shares to be sold by the Companies as contemplated herein or in the Adjustment Forward Stock Purchase Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Purchase Shares to the PaineWebber UBS Parties by the Companies pursuant to this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agencyauthority, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any other than the registration of the Sharesresale of the Shares by the UBS Parties with the Securities and Exchange Commission (the "SEC") and any required Blue Sky filings with the States. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act, Act and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder (the "Commission") under the Securities Act (the "1933 Act Rules and Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulationsrules and regulations thereunder, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statements (as defined in Section 7 below) shall, when they are filed with the SEC, conform in all material respects with the requirements of the Securities Act and the Rules and Regulations and the Exchange Act and the rules and regulations thereunder, as applicable. No Resale Registration Statement filed in respect of any of the Purchase Shares or Additional Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies Company have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable. The Additional Shares have been duly authorized and, if and when issued pursuant to the Adjustment Forward Share Purchase Agreement, will be validly issued, fully paid and non-assessable, Upon payment of the purchase price and delivery nonassessable. None of the Shares in accordance with this Agreement, PaineWebber will receive good, valid when issued and marketable title delivered to the SharesUBS Parties shall be subject to any lien, free and clear security interest, claim, charge or encumbrance of all security interestsany nature. Other than the UBS Parties, mortgagesno shareholder of the Company has any right, pledgeswhich has not or will not have been waived or has not expired by reason of lapse of time following notification of the Company's intent to file any Registration Statement (as defined below) pursuant to Section 7.1, liensto require the Company to register the sale of any shares owned by such shareholder under the Securities Act of 1933, encumbrances and claimsas amended (the "Securities Act"), in such Registration Statement. No approval of or authorization by the respective shareholders or boards the Board of directors Trust Managers of the Companies Company will be required for the issuance and/or sale of the Shares to be sold by the Companies Company as contemplated herein or in the Adjustment Forward Stock Purchase Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Shares to the PaineWebber UBS Parties by the Companies Company pursuant to this Purchase Agreement or the Adjustment Forward Share Purchase Agreement (as the case may be), the compliance by the Companies Company with the other provisions of this Purchase Agreement or the Adjustment Forward Share Purchase Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agencyauthority, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet Company meets and will continue to meet the requirements for use of Form S-3 under the Securities Act, Act and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder (the "Commission") under the Securities Act (the "1933 Act Rules and Regulations"). The Companies have Company has filed and will file all documents which they are it is required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulationsrules and regulations thereunder, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be validly issued, fully paid and non-assessable. The Additional Shares have been duly authorized and, if and when issued pursuant to the Adjustment Agreement, will be validly issued, fully paid and non-assessable, Upon payment of the purchase price and delivery of the Shares in accordance with this Agreement, PaineWebber MLI will receive good, valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards of directors of the Companies will be required for the issuance and/or sale of the Shares to be sold by the Companies as contemplated herein or in the Adjustment Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Shares to the PaineWebber Xxxxxxx Xxxxx Parties by the Companies pursuant to this Purchase Agreement or the Adjustment Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act, and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations since December 31, 1996 and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1November 5, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Issuance, Sale and Delivery of the Shares. The Purchase Shares (a) Subject to be sold by the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner conditions set forth in this Purchase Agreement, will be validly issued, fully paid Article 4 and non-assessable. The Additional Shares have been duly authorized and, if and when issued pursuant to the Adjustment Agreement, will be validly issued, fully paid and non-assessable, Upon payment Article 5 of the purchase price and delivery of the Shares in accordance with this Agreement, PaineWebber will receive goodthe Company hereby agrees to issue and sell to each Investor and each Investor hereby severally and not jointly agrees to purchase from the Company Shares on the First Closing Date (as hereafter defined), valid Shares on the Second Closing Date (as hereafter defined), and marketable title Shares on the Third Closing Date (as hereafter defined), at a purchase price of $ per each Share. The First Closing Date shall be the date of this Agreement as set forth in the first paragraph of this Agreement. The Second Closing Date shall be the day immediately following (or if that day is not a business day, then the immediately following business day) the day ICANN awards to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of Company the .XXX top-level domain registry or authorization by the respective shareholders or boards of directors of the Companies will be required for the issuance and/or sale of the Shares to be sold by the Companies as contemplated herein or in the Adjustment Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Shares to the PaineWebber Parties by the Companies pursuant to this Purchase Agreement or the Adjustment Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act, and the rules and regulations of the U.S. Securities and Exchange Commission equivalent adult content top-level domain (the "Commission") under the Securities Act (the "1933 Act RegulationsAward Date"). The Companies Third Closing Date shall be the fortieth (40th) day after the Award Date (or if that day is not a business day, then the immediately following business day). If the Award Date does not occur within days of the date of this Agreement, the Investors shall have filed and will file all documents which they are required no obligation to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") purchase and the rules Company shall have no obligation to sell any Shares above the Shares that were purchased and regulations promulgated thereunder sold on the First Closing Date. (The closing of the "1934 Act Regulations"purchase and sale of Shares on the First Closing Date is referred to herein as the “First Closing,” the closing of the purchase and sale of Shares on the Second Closing Date is referred to herein as the “Second Closing,” and the closing of the purchase and sale of Shares on the Third Closing Date is referred to herein as the “Third Closing”) (b) within The First Closing, the Second Closing, and the Third Closing will take place at the offices of Holland & Knight LLP, 000 Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000 at 10:00 a.m. (local time) on the First Closing Date, the Second Closing Date, and the Third Closing Date, respectively, or at such other place, date and time periods prescribed as may be mutually agreed upon by the Exchange Act Company and the 1934 Act Regulations and all such documents Investor. (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawnThe First Closing, the Second Closing, and the Third Closing are sometimes individually and collectively referred to herein as a "Companies' SEC FilingsClosing." The First Closing Date, the Second Closing Date, and the Third Closing Date are sometimes individually and collectively referred to herein as a "Closing Date"). (c) comply and will comply in all material respects with Upon the requirements Investor's purchase of the Exchange Act Shares at a Closing, the Company shall issue and deliver to the 1934 Act RegulationsInvestor a stock certificate or certificates in definitive form, as applicableregistered in the name of such Investor, representing the number of Shares purchased by the Investor at such Closing. As payment in full for the Shares being purchased by it at the Closing, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light against delivery of the circumstances under which they were madestock certificate or certificates therefor as aforesaid on the Closing Date, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained Investor shall deliver to the Company by check or will contain any untrue statement of a material fact or omitted or will omit wire transfer an amount equal to state a material fact required to be stated therein or necessary in order to make $ for each Share being purchased by the statements therein, in light of Investor at the circumstances under which they were made, not misleadingClosing.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies Company have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will conform to the description thereof included in the Company's SEC Filings or incorporated by reference in the Registration Statement, if available. The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Forward Stock Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, Upon payment and will conform to the description thereof included in the Company's SEC filings or incorporated by reference in the Registration Statement. None of the purchase price Purchase Shares when issued and delivery delivered to the UBS Parties shall be subject to any lien, security interest, claim, charge or encumbrance of any nature. No further approval or authority of the Shares in accordance with this Agreement, PaineWebber will receive good, valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards the Board of directors Directors of the Companies Corporation will be required for the issuance and/or sale of the Purchase Shares to be sold by the Companies Company as contemplated herein or in the Adjustment Forward Stock Purchase Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Purchase Shares to 10 11 the PaineWebber UBS Parties by the Companies Company pursuant to this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement (as the case may be), the compliance by the Companies Company with the other provisions of this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agencyauthority, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any other than the registration of the Sharesresale of the Shares by the UBS Parties with the Securities and Exchange Commission (the "SEC") and any required Blue Sky filings with the States. The Companies meet Company meets and will continue to meet the requirements for use of Form S-3 under the Securities Act, and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Rules and Regulations") within the time periods prescribed by ). The Company has filed and will file all documents which it is required to file under the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulationsrules and regulations thereunder, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement (as defined in Section 8 below) shall, when they are filed with the SEC, conform in all material respects with the requirements of the Securities Act and the Rules and Regulations and the Exchange Act and the rules and regulations thereunder, as applicable. No Resale Registration Statement filed in respect of any of the Purchase Shares or Additional Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Issuance, Sale and Delivery of the Shares. (a) The Purchase Shares to be sold by the Companies have been duly authorized for issuance and sale to the Purchasers pursuant to this Agreement and, when issued, issued and delivered and paid for in by the manner Company pursuant to this Agreement against payment of the consideration set forth in this Purchase Agreement, will be validly issued, issued and fully paid and non-assessablenonassessable and free and clear of all pledges, liens and encumbrances. The Additional shares of Common Stock issuable upon conversion of the Shares (the "Conversion Stock") have been duly authorized and reserved for issuance and, if and when issued pursuant to by the Adjustment AgreementCompany upon conversion of the Shares, will be validly issued, issued and fully paid and non-assessablenonassessable and free and clear of all pledges, Upon payment of the purchase price liens and delivery of encumbrances. The certificates evidencing the Shares are in due and proper form under Delaware law. The Warrants and the Warrant Stock have been duly authorized for issuance. When issued in accordance with this Agreement, PaineWebber the Warrants will receive good, be valid and marketable title to binding obligations of the SharesCompany enforceable in accordance with their terms. The Warrant Stock has been duly reserved for issuance and, when issued upon exercise of the Warrants, the Warrant Stock will be validly issued and fully paid and nonassessable and free and clear of all security interests, mortgages, pledges, liensliens and encumbrances. (b) The issuance of the Shares, encumbrances the Conversion Stock, the Warrants and claimsthe Warrant Stock is not subject to preemptive or other similar rights. No further approval or authority of or authorization by the respective shareholders or boards the Board of directors Directors of the Companies Company will be required for the issuance and/or and sale of the Shares to be sold by the Companies Company as contemplated herein or in the Adjustment Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Shares to the PaineWebber Parties by the Companies pursuant to this Purchase Agreement or the Adjustment Agreement (as issuance of the case may be)Conversion Stock, the compliance by Warrants or the Companies with Warrant Stock. (c) Subject to the other provisions accuracy of the Purchasers' representations and warranties in Section 5 of this Purchase Agreement or Agreement, the Adjustment Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consentoffer, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Actsale, and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any issuance of the Shares, when so filedthe Warrants, contained or will contain any untrue statement the Conversion Stock and the Warrant Stock in conformity with the terms of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make this Agreement constitute transactions exempt from the statements therein, in light registration requirements of Section 5 of the circumstances under which they were made, not misleadingSecurities Act and from the registration or qualification requirements of the laws of any applicable state or United States jurisdiction.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies Company have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will conform to the description thereof incorporated by reference in the Registration Statement. The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Forward Stock Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, Upon payment of and will conform to the purchase price and delivery description thereof incorporated by reference in the Registration Statement. None of the Shares in accordance with this Agreement, PaineWebber will receive good, valid when issued and marketable title delivered to the SharesUBS Parties shall be subject to any lien, free and clear security interest, claim, charge or encumbrance of all security interestsany nature. Other than the UBS Parties, mortgagesno shareholder of the Company has any right, pledgeswhich has not been waived or has not expired by reason of lapse of time following notification of the Company's intent to file the Registration Statement (as defined below), liensto require the Company to register the sale of any shares owned by such shareholder under the Securities Act of 1933, encumbrances and claimsas amended (the "Securities Act"), in the Registration Statement. No further approval or authority of or authorization by the respective shareholders or boards the Board of directors Directors of the Companies Company will be required for the issuance and/or sale of the Shares to be sold by the Companies Company as contemplated herein or in the Adjustment Forward Stock Purchase Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Shares to the PaineWebber UBS Parties by the Companies Company pursuant to this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement (as the case may be), the compliance by the Companies Company with the other provisions of this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agencyauthority, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any other than the registration of the Sharesresale of the Shares by the UBS Parties with the Securities and Exchange Commission (the "SEC") and any required Blue Sky filings within the States. The Companies meet Company meets and will continue to meet the requirements for use of Form S-3 under the Securities Act, Act and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder (the "Commission") under the Securities Act (the "1933 Act Rules and Regulations"). The Companies have Company has filed and will file all documents which they are it is required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' Company's SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulationsrules and regulations thereunder, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the SEC, conform in all material respects with the requirements of the Securities Act and the Rules and Regulations and the Exchange Act and the rules and regulations thereunder, as applicable. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies Company have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will conform to the description thereof included in or incorporated by reference in the Registration Statement (as defined below). The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Forward Stock Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, Upon payment of and will conform to the purchase price and delivery description thereof incorporated by reference in the Registration Statement. None of the Shares in accordance with this Agreement, PaineWebber will receive good, valid when issued and marketable title delivered to the SharesUBS Parties shall be subject to any lien, free security interest, claim, charge or encumbrance of any nature. Other than the UBS Parties and clear as set forth in the Company's SEC Filings, no shareholder of all security intereststhe Company has any right, mortgageswhich has not been waived or has not expired by reason of lapse of time following notification of the Company's intent to file the Registration Statement, pledgesto require the Company to register the sale of any shares owned by such shareholder under the Securities Act of 1933, liensas amended (the "Securities Act"), encumbrances and claimsin the Registration Statement. No further approval or authority of or authorization by the respective shareholders or boards the Board of directors Trustees of the Companies Company will be required for the issuance and/or sale of the Shares to be sold by the Companies Company as contemplated herein or in the Adjustment Forward Stock Purchase Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Shares to the PaineWebber UBS Parties by the Companies Company pursuant to this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement (as the case may be), the compliance by the Companies Company with the other provisions of this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agencyauthority, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any other than the registration of the Sharesresale of the Shares by the UBS Parties with the Securities and Exchange Commission (the "SEC") and any required Blue Sky filings within the States. The Companies meet Company meets and will continue to meet the requirements for use of Form S-3 under the Securities Act, Act and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder (the "Commission") under the Securities Act (the "1933 Act Rules and Regulations"). The Companies have Company has filed and will file all documents which they are it is required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' Company's SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulationsrules and regulations thereunder, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and any documents so filed and incorporated by reference subsequent to the effective date of the Registration Statement shall, when they are filed with the SEC, conform in all material respects with the requirements of the Securities Act and the Rules and Regulations and the Exchange Act and the rules and regulations thereunder, as applicable. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies Company have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will conform to the description thereof included in the Company's SEC Filings or incorporated by reference in the Registration Statement, if available. The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Forward Stock Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, Upon payment and will conform to the description thereof included in the Company's SEC filings or incorporated by reference in the Registration Statement. None of the purchase price Purchase Shares when issued and delivery delivered to the UBS Parties shall be subject to any lien, security interest, claim, charge or encumbrance of any nature. No further approval or authority of the Shares in accordance with this Agreement, PaineWebber will receive good, valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards the Board of directors Trustees of the Companies Trust will be required for the issuance and/or sale of the Purchase Shares to be sold by the Companies Company as contemplated herein or in the Adjustment Forward Stock Purchase Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Purchase Shares to the PaineWebber UBS Parties by the Companies Company pursuant to this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement (as the case may be), the compliance by the Companies Company with the other provisions of this Purchase Agreement or the Adjustment Forward Stock Purchase Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agencyauthority, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any other than the registration of the Sharesresale of the Shares by the UBS Parties with the Securities and Exchange Commission (the "SEC") and any required Blue Sky filings with the States. The Companies meet Company meets and will continue to meet the requirements for use of Form S-3 under the Securities Act, Act and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder (the "Commission") under the Securities Act (the "1933 Act Rules and Regulations"). The Companies have Company has filed and will file all documents which they are it is required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' Company's registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' Company's SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulationsrules and regulations thereunder, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.and

Issuance, Sale and Delivery of the Shares. (a) The Purchase Shares to be sold by the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be duly authorized, validly issued, fully paid and non-assessable. The Additional Shares have been duly authorized and, if nonassessable and when issued pursuant to the Adjustment Agreement, will be validly issued, fully paid and non-assessable, Upon payment of the purchase price and delivery of the Shares in accordance with this Agreement, PaineWebber will receive good, valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and/or federal securities laws), and claimswill conform to the description thereof set forth in the Private Placement Memorandum. No approval preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of or authorization the Shares by the respective shareholders or boards of directors Company pursuant to this Agreement. No stockholder of the Companies Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by it pursuant to Section 7.1 (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act of 1933, as amended (the “Securities Act”) in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and/or and sale of the Shares to be sold by the Companies Company as contemplated herein herein. (b) The Company shall not take any action that will cause the offering of the Shares pursuant to the Private Placement Memorandum and this Agreement to be integrated with prior offerings by the Company for purposes of any applicable law, regulation or in stockholder approval provisions, including, without limitation, under the Adjustment Agreement, except such as shall have been obtained on or before rules and regulations of the Closing DateNasdaq National Market. The issuance and/or Company shall not, and shall use its best efforts to ensure that no affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares in a manner that would require the registration under the Securities Act of the sale of the Shares to the PaineWebber Parties by the Companies pursuant to this Purchase Agreement Purchasers or the Adjustment Agreement (as the case may be), the compliance by the Companies that would be integrated with the other provisions of this Purchase Agreement offer or the Adjustment Agreement and the consummation sale of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification Shares for purposes of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act, and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingNasdaq National Market.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by (a) PTN hereby appoints the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be validly issued, fully paid and Placement Agent as its non-assessable. The Additional Shares have been duly authorized andexclusive agent, if until October 31, 1998 (which period may be extended for up to an additional 30 days upon the mutual consent of PTN and when issued pursuant the Placement Agent), to the Adjustment Agreement, will be validly issued, fully paid and non-assessable, Upon payment of the purchase price and delivery of the Shares in accordance with this Agreement, PaineWebber will receive good, valid and marketable title to sell the Shares, free and clear of all security intereststhe Placement Agent, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by on the respective shareholders or boards of directors basis of the Companies will be required for the issuance and/or sale of the Shares to be sold by the Companies as contemplated representations and warranties herein or in the Adjustment Agreement, except such as shall have been obtained on or before the Closing Date. The issuance and/or sale of the Shares contained but subject to the PaineWebber Parties by the Companies pursuant terms and conditions herein set forth, accepts such appointment and agrees to this Purchase Agreement or the Adjustment Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect use its best efforts to any of find purchasers for the Shares. The Companies meet price at which the Placement Agent shall sell the Shares as agent for the Company, shall be at $5.00 per Share, in increments of 200 Shares, provided, that the Placement Agent and will continue PTN may agree to meet accept partial investment units. (b) All checks for the requirements purchase of Shares shall be made payable to University Bank, and shall be accompanied by a duly executed signature page to the Subscription Agreement in the form included as an exhibit to the Registration Statement. Each such check and Subscription Agreement signature page, when received by the Placement Agent, shall be immediately delivered to such escrow agent, and in no event later than 12:00 noon of the business day following receipt by the Placement Agent. Upon receipt thereof or on such scheduled closing date as PTN may determine, PTN shall issue individual stock certificates representing the Shares purchased and shall deliver the same to each purchaser of Shares in exchange for use a release of Form S-3 under such purchaser's funds from the Securities Actescrow agent. (c) As its entire compensation, the Placement Agent shall be entitled to receive a Placement Agent's commission in an amount equal to ten percent (10.0%) of the gross proceeds of the offering, such sum to be paid upon the scheduled closing. (d) The parties hereto represent that at the Issuance Date, the representations and warranties herein contained, and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply contained in all material certificates theretofore or simultaneously delivered by any party to another pursuant to this Placement Agent Agreement, shall in all respects with the requirements of the Exchange Act be true and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingcorrect.

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be validly issued, fully paid and non-assessable. The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Agreement, have been duly authorized and will be validly issued, fully paid and non-assessable, . Upon payment of the purchase price and delivery of the Shares in accordance with this Purchase Agreement, PaineWebber MLI will receive good, valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards of trustees or directors of the Companies will be required for the issuance and/or sale of the Shares to be sold by the Companies as contemplated herein or in the Adjustment Agreement, except such as shall have been obtained on or before the Closing Date or the applicable Settlement Date. The issuance and/or sale of the Shares to the PaineWebber Parties Merrxxx Xxxcx Xxxties by the Companies pursuant to this Purchase Agreement or the Adjustment Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations since December 31, 1996 and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading.. 5

Issuance, Sale and Delivery of the Shares. The Purchase Shares to be sold by the Companies have been duly authorized for issuance and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, will be validly issued, fully paid and non-assessable. The Additional Shares have been duly authorized andShares, if and when issued pursuant to the Adjustment Agreement, have been duly authorized and will be validly issued, fully paid and non-assessable, . Upon payment of the purchase price and delivery of the Shares in accordance with this Purchase Agreement, PaineWebber LBI will receive good, valid and marketable title to the Shares, free and clear of all security interests, mortgages, pledges, liens, encumbrances and claims. No approval of or authorization by the respective shareholders or boards of trustees or directors of the Companies will be required for the issuance and/or sale of the Shares to be sold by the Companies as contemplated herein or in the Adjustment Agreement, except such as shall have been obtained on or before the Closing Date or the 4 applicable Settlement Date. The issuance and/or sale of the Shares to the PaineWebber Parties LBI or LBF by the Companies pursuant to this Purchase Agreement or the Adjustment Agreement (as the case may be), the compliance by the Companies with the other provisions of this Purchase Agreement or the Adjustment Agreement and the consummation of the other transactions contemplated hereby or thereby do not require the consent, approval, authorization, registration or qualification of or with any court, governmental authority or agency, except such as shall have been obtained on or before the Closing Date or in connection with any Resale Registration Statement filed with respect to any of the Shares. The Companies meet and will continue to meet the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act (the "1933 Act Regulations"). The Companies have filed and will file all documents which they are required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder (the "1934 Act Regulations") within the time periods prescribed by the Exchange Act and the 1934 Act Regulations since December 31, 1996 and all such documents (collectively, together with the Companies' registration statements filed under the Securities Act which have been declared effective since January 1, 1997 and have not been withdrawn, the "Companies' SEC Filings") comply and will comply in all material respects with the requirements of the Exchange Act and the 1934 Act Regulations, as applicable, and none of such documents, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Resale Registration Statement filed in respect of any of the Shares, when so filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading.