Common use of Purchase and Sale of Securities Clause in Contracts

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 million (the "Purchase Price") (A) 110,369.816 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 million and (B) warrants to purchase up to 49,461.508 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx & Xood XXX, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 10 million (the "Purchase Price") (A) 110,369.816 245,266.257 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 10 million and (B) warrants to purchase up to 49,461.508 109,914.462 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 74,121.436 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 35,793.026 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx Xxxxx & Xood XXXXxxx LLP, One Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately immediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. 2.1. Issuance of Senior Secured Note ------------------------------- Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties set forth below (and upon the satisfactory completion of the conditions listed on Schedule 2.1 hereto), as ------------ of the date hereof the Company shall sell to LCI, and LCI shall purchase from the Company, the Senior Secured Note and the Warrants for an aggregate purchase price of Five Million Dollars ($5,000,000.00) (the "Note Purchase Price"). Such ------------------- sale and purchase shall be effected on the date hereof by the Company executing and delivering to LCI the duly executed Amended Loan Agreement, Senior Secured Note and Warrants, against delivery by LCI to the Company of (a) On the Note Purchase Price (less the outstanding balance under the Bridge Note and any accrued and unpaid interest thereon) by wire transfer of immediately available funds to such account as the Company shall designate prior to the date hereof and (b) the Bridge Note. 2.2. Issuance of First Tranche of Series B Preferred Stock ----------------------------------------------------- (a) Subject to the terms and subject to conditions set forth in this Agreement and in reliance upon the conditions of this Agreementrepresentations and warranties set forth below, on the First Tranche Closing Date (idefined below) FCG agrees to the Company shall sell to the InvestorLV, and the Investor agrees to LV shall purchase from FCG, for $4.5 million (the "Purchase Price") (A) 110,369.816 newly issued Company 32,180,405 shares of Series B Preferred Stock (the "First Tranche of Purchased Preferred SharesStock"), the terms for a cash purchase price of which are contained in the certificate of designations to Holdco's certificate of incorporation ------------------------------------------ Five Million Dollars ($5,000,000.00) (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 million and (B) warrants to purchase up to 49,461.508 shares of Voting Common Stock (the "WarrantsFirst Tranche Purchase Price"). Such ---------------------------- sale and purchase shall be effected on the First Tranche Closing Date by the Company executing and delivering to LV, duly registered in its name, a duly executed stock certificate evidencing the terms Series B Preferred Stock being purchased by it, against delivery by LV to the Company of which are in the form attached First Tranche Purchase Price (less any debt under the Grid Note that LCI requests be applied to the Purchase Price) by wire transfer of immediately available funds to such account as Exhibit B hereto in respect of Warrants the Company shall designate prior to purchase 33,354.646 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 shares of Common StockFirst Tranche Closing Date. (b) The closing of such sale and purchase (the "First Tranche ------------- Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held take place at the offices of Browx & Xood XXX10:00 A.M., One Xxxxx Xxxxx XxxxxxNew York City time, Xxx Xxxx, Xxx Xxxx 00000, xxmediately after, and on the same date as, the Closing under the Merger Agreement, subject to second ------- business day after the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which Sections 6 and 8 hereof at the Closing shall occuroffices of Xxxxxxx Xxxx & Xxxxxxxxx, which shall not extend beyond June 5000 Xxxxxxx Xxxxxx, 2000Xxx Xxxx, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent XX 00000 (the "Escrow AgentWillkie Offices") under ), or at such other place and --------------- time as may be mutually agreed to by the Escrow Agreement, dated as of May 31, 2000 parties hereto (the "Escrow AgreementFirst Tranche ------------- Closing Date"). ------------ 2.3. Issuance of Second Tranche of Series B Preferred Stock ------------------------------------------------------ (a) At any time after the First Tranche Closing Date but not later than December 31, 2001 (such date to be October 25, 2001, in the event all of the conditions to closing under Section 2.3(c) below have been satisfied or waived by such date), LV, in its sole discretion (and in reliance upon the representations and warranties set forth below), shall have the option to purchase from the Company (the "Second Tranche Purchase Option"), and the ------------------------------ Company shall be obligated to sell to LV, 32,180,405 shares of Series B Preferred Stock (the "Second Tranche of Purchased Preferred Stock"), for payment a ------------------------------------------- cash purchase price of Five Million Dollars ($5,000,000.00) (the "Second ------ Tranche Purchase Price"). Such sale and purchase shall be effected on the ---------------------- Second Tranche Closing Date by the Company executing and delivering to FCG; LV, duly registered in its name, a duly executed stock certificate evidencing the Series B Preferred Stock being purchased by it being understood (together with the certificates and opinion contemplated under Sections 7.3 and 7.5 below, respectively), against delivery by LV to the Company of the Second Tranche Purchase Price (less any debt under the Grid Note that LCI requests be applied to the Purchase Price) by wire transfer of immediately available funds to such account as the Company shall designate prior to the Second Tranche Closing Date. None of the Landmark Parties shall occurhave any obligation hereunder to exercise the Second Tranche Purchase Option. (b) Except as otherwise provided in Section 2.3(c) below, the closing of such sale and purchase (the "Second Tranche Closing", and together ---------------------- with the First Tranche Closing, the "Closings") shall take place at 10:00 A.M., -------- New York City time, on the fifth business day after LV provides the Company with written notice that LV has elected to exercise the Purchase Option, at the Willkie Offices, or at such other place and time as may be mutually agreed to by the parties hereto (the "Second Tranche Closing Date", and together with the --------------------------- First Tranche Closing Date, the "Closing Dates"). ------------- (c) If after the First Tranche Closing the Second Tranche Purchase Option has not been exercised, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in Sections 7 and 8 below have been satisfied or waived, then the Escrow AgreementSecond Tranche Closing shall take place at 10:00 A.M., New York City time, on October 25, 2001 (in such event, such date shall be the "Second Tranche Closing Date"). On the Second Tranche Closing Date, in reliance upon the representations and warranties set forth below, the Company shall sell to LV, and LV shall purchase from the Company the Second Tranche of Purchased Preferred Stock for the Second Tranche Purchase Price (less any debt under the Grid Note that LCI requests be applied to the Purchase Price). Such sale and purchase shall be effected in the same manner described in the penultimate sentence of Section 2.3(a) above. 2.4. Issuance of Additional Tranches of Series B Preferred Stock ----------------------------------------------------------- (a) At any time and from time to time after the Second Tranche Closing Date but not later than December 31, 2002 (the "Additional Option ----------------- Period"), if a Shortfall Event (defined below) occurs, LV, in its sole ------ discretion (and in reliance upon the Special Officer's Certificate, defined below), shall have the option to purchase from the Company (each option related to a Shortfall Event, a "Shortfall Purchase Option"), and the Company shall be ------------------------- obligated to sell to LV, for a cash purchase price of $0.1554 per share (the "Share Price") up to that number of shares of Series B Preferred Stock (the ----------- "Available Option Shares") determined by dividing the Shortfall Amount (defined ----------------------- below) by the Share Price. (b) If a Shortfall Event occurs and LV elects to exercise the corresponding Shortfall Purchase Option, LV shall provide the Company with written notice of election specifying the number of Available Option Shares that LV will purchase and, on the third day after the Company's receipt of such notice (or at such other time as may be mutually agreed to by the parties hereto), the closing of such sale and purchase shall be effected at 10:00 a.m., New York City time at the Willkie Offices (or at such other place as may be mutually agreed to by the parties hereto). Each such closing (an "Additional ---------- Option Closing") shall be effected by the Company executing and delivering to -------------- LV, duly registered in its name, a duly executed stock certificate evidencing the Series B Preferred Stock being purchased by it (together with the Special Officer's Certificate and the Special Opinion, defined below), against delivery by LV to the Company of the aggregate Share Price by wire transfer of immediately available funds to such account as the Company shall designate prior to the applicable closing. (c) As used in this Section 2.4:

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 25 million (the "Purchase Price") (A) 110,369.816 613,165.641 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 25 million and (B) warrants to purchase up to 49,461.508 274,786.154 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 185,303.590 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 89,482.564 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx Xxxxx & Xood XXXXxxx LLP, One Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately immediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. (a) On the terms and subject to the conditions set forth herein: 1.1. The Company agrees to issue and sell to the Purchasers, and Purchasers agree (severally and not jointly) to purchase from the Company (in accordance with the allocation set forth under the heading "Tranche I Amount" on the signature page for each Purchaser) for an aggregate of this Agreement$1.2 Million, at the First Closing (as defined below), (i) FCG agrees to sell to secured subordinated convertible promissory notes in the Investor, and aggregate principal amount of $1.2 Million in substantially the Investor agrees to purchase from FCG, for $4.5 million form of Exhibit A hereto (the "Purchase Price") (A) 110,369.816 newly issued shares of Preferred Stock (the "Preferred SharesTRANCHE I NOTES"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation shall be convertible into an aggregate Twelve Hundred (the "Certificate of Designations"1,200) in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 million and (B) warrants to purchase up to 49,461.508 shares of Voting Common Series B Preferred Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx & Xood XXX, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth therein (the "TRANCHE I CONVERSION SHARES") and (ii) warrants to purchase an aggregate of 857,143 shares of the Company's common stock, $0.001 par value ("COMMON STOCK") at a price of Seventy Cents ($0.70) per share, in substantially the form of Exhibit B hereto (the "FIRST ISSUANCE WARRANTS"). One half of the First Issuance Warrants shall be allocated proportionately to the Purchasers in accordance with their percentage participation indicated on the signatures pages hereto. The remaining half of the First Issuance Warrants shall be issued to PS Capital LLC. 1.2. The Company understands and acknowledges that, following the Stockholders Meeting (as defined in Section 5.2), the Purchasers intend to purchase, from Sanmina-SCI Corporation ("SANMINA") and Sanmina Canada ULC ("SANMINA ULC") certain of Sanmina's rights (including, without limitation, the right to receive payments from the Company, but excluding Sanmina's and Sanmina ULC's warrants to purchase Company stock) under the Settlement Agreement and Mutual Release, dated January 12, 2002, by and the Company, Sanmina, and Sanmina ULC (as amended, the "SETTLEMENT AGREEMENT"), together with the Security Agreement, dated as of January 12, 2002, between the Company and Sanmina (the "SANMINA SECURITY AGREEMENT"). Such purchase shall be referred to herein as the "SANMINA PURCHASE." Each Purchaser hereby commits to the other Purchasers to contribute its allocable share (in accordance with the allocation set forth under the heading "Sanmina Tranche Percentage" on the signature page for each Purchaser) toward the Sanmina Purchase. The Company hereby consents to the Sanmina Purchase and acknowledges and agrees that, upon the consummation of the Sanmina Purchase, the Company shall no longer have any right to receive any product or inventory in exchange for such payments, and such payments shall be due and payable (pursuant to the terms of the Sanmina Notes described below) unconditionally without any obligation of Sanmina or the Purchasers or any defense or right of set off. Accordingly, at the Sanmina Closing, the Company shall (i) execute and deliver to Sanmina a mutual release of all claims; (ii) execute and deliver to the Purchasers secured promissory notes in the Escrow form of Exhibit C hereto in the aggregate principal amount equal to $3,505,000, with a note payable to each Purchaser for the principal amount of such Purchaser's percentage share of the Sanmina Purchase (as shown under the heading "Sanmina Tranche Percentage" on the signature page for such Purchaser) times $3.505 Million (the "SANMINA NOTES"), together with a Security Agreement in the form of Exhibit D hereto securing the obligations under the Sanmina Notes; and (iii) execute and deliver to the Purchasers and Sanmina such other documents as may be requested by the Purchasers to terminate (subject to Sanmina's concurrence and execution of required documents, where necessary) all other obligations arising out the Settlement Agreement other than the payments contemplated by the Sanmina Notes. Shares of Series B Preferred Stock issued as repayment of any portion of the Sanmina Notes are herein referred to as the "SANMINA CONVERSION SHARES." At the Sanmina Closing, Purchaser shall pay to the Company (or, at its election, cause Sanmina to repay to the Company at such time) cash in an amount equal to (i) the sum of all payments made by the Company to Sanmina under the Settlement Agreement between February 14, 2003 and the Sanmina Closing Date and (ii) amounts paid by the Company under Section 1.9 of the Tranche I Notes to the extent such amounts were used to pay Sanmina and applied toward or reduced the Purchasers' aggregate purchase price paid to Sanmina. Each Purchaser acknowledges and agrees that the Tranche I Notes and the Sanmina Notes shall be pari passu in seniority (including seniority of liens) notwithstanding any previous priority or seniority of Sanmina under the Settlement Agreement and Sanmina Security Agreement. Notwithstanding the foregoing, at the request of the Purchaser Representative, the Company and each Purchaser shall cooperate in order to restructure the transactions at the Sanmina Closing, so long as such restructuring does not cause the Company or any Purchaser to incur any additional liability or obligation or reduce the benefits to the Company or such Purchaser of the Sanmina Purchase. Without limiting the foregoing, such restructuring may include the formation of a partnership or other legal entity by the Purchasers (with ownership in accordance with the percentages indicated on the signature pages hereto) which would consummate the Sanmina Purchase and assume from Sanmina all obligations of Sanmina under the Settlement Agreement, provided all obligations and claims of the parties under the Settlement Agreement (other than as set forth in the Sanmina Notes and the Sanmina Security Agreement) shall then be immediately cancelled and waived by the parties at the Sanmina Closing. 1.3. The Company agrees to issue and sell to Purchasers, and Purchasers agree (severally and not jointly) to purchase from the Company (in accordance with the allocation set forth under the heading "Tranche III Amount" on the signature page for each Purchaser) for an aggregate of $2.05 Million, at the Third Closing (as defined below), (i) an additional 2,050 shares of Series B Preferred Stock, at a purchase price of One Thousand Dollars ($1,000) per share (the "THIRD ISSUANCE SHARES," and collectively with the Tranche I Conversion Shares and the Sanmina Conversion Shares, the "SHARES"), and (ii) warrants to purchase 1,983,929 shares of Common Stock at an exercise price of Seventy Cents ($0.70) per share, in substantially the form of Exhibit B hereto (the "THIRD ISSUANCE WARRANTS"; and, together with the First Issuance Warrants, the "WARRANTS"). The shares issuable upon exercise of the Warrants are herein referred to as the "WARRANT SHARES." The Series B Preferred Stock shall have the terms designated in the Certificate of Designation of Series B Convertible Preferred Stock attached hereto as Exhibit E hereto (the "CERTIFICATE OF DESIGNATION").

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG Holdco agrees to sell to the Investor, and the Investor agrees to purchase from FCGHoldco, for $4.5 million 43,942,374.85 (the "Holdco Purchase Price") (A) 110,369.816 the 1,077,758.180 newly issued shares of Preferred Stock (the "Holdco Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 million 43,942,374.85 and (B) warrants to purchase up to 49,461.508 482,990.248 shares of Voting Common Stock (the "Holdco Warrants," and together with the Holdco Preferred Shares, the "Holdco Securities"), the terms of which are in the form attached as Exhibit B hereto in respect of Holdco Warrants to purchase 33,354.646 325,707.193 shares of Voting Common Stock (the "Initial Holdco Warrants", and together with the Initial Total FCG Warrants, the "Initial Warrants") and in Exhibit C hereto in respect of Holdco Warrants to purchase 16,106.862 157,283.055 shares of Voting Common Stock (the "Subsequent Holdco Warrants", and together with the Subsequent Total FCG Warrants, the "Subsequent Warrants"). (b) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $31,057,625.15 (the "FCG Purchase Price") (A) 761,738.748 shares of Preferred Stock purchased by FCG from Holdco pursuant to the Exchange Agreement (the "FCG Preferred Shares"), the terms of which are contained in the Certificate of Designations in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $31,057,625.15 and (B) warrants to purchase up to 341,368.213 shares of Voting Common Stock purchased by FCG from Holdco pursuant to the Exchange Agreement (the "FCG Warrants," and together with the FCG Preferred Shares, the "FCG Securities"), the terms of which are in the form attached as Exhibit B hereto in respect of FCG Warrants to purchase 230,203.576 shares of Voting Common Stock and in Exhibit C hereto in respect of FCG Warrants to purchase 111,164.637 shares of Voting Common Stock. (bc) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx Xxxxx & Xood XXXXxxx LLP, One Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately immediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 6 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, Holdco and FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) Holdco shall deliver certificates issued in the Investor's name representing the Holdco Preferred Shares and the Holdco Warrants, (ii) FCG shall deliver certificates issued in the Investor's name representing the FCG Preferred Shares and the FCG Warrants, and (iiiii) the Investor shall deposit the Holdco Purchase Price and the FCG Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), ) for payment to Holdco and FCG; , respectively, it being understood that the Closing shall occur, and the Preferred Shares, Warrants Holdco Purchase Price and the FCG Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 45 million (the "Purchase Price") (A) 110,369.816 1,103,698.157 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 45 million and (B) warrants to purchase up to 49,461.508 494,615.077 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 333,546.462 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 161,068.615 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx Xxxxx & Xood XXXXxxx LLP, One Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately immediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. (a) On At the terms and Closing, subject to the conditions ---------------------------------- terms of this Agreement, (i) FCG agrees to sell to the Investor, Agreement and the Investor agrees to purchase from FCG, for $4.5 million (the "Purchase Price") (A) 110,369.816 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 million and (B) warrants to purchase up to 49,461.508 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx & Xood XXX, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 Articles VIII and IX hereof. The date on which , the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, for an aggregate purchase price of Four Million Eight Hundred Thousand Dollars ($4,800,000) (the "Purchase Price"): (a) Two Million (2,000,000) shares of the Common Stock (the "Shares") at a purchase price per share of $2.40; (b) A warrant, substantially in the form of Exhibit B (the ---------- "Initial Warrant") to purchase Two Million (2,000,000) shares of the Common Stock (the "Warrant Shares") at an exercise price per share (subject to adjustment as provided therein) equal to the greater of (x) $3.00 or (y) an amount equal to eighty-five percent (85%) multiplied by the Market Price Per Share, exercisable for a period of three (3) years following the Closing shall occurDate; and (c) A warrant, which shall not extend beyond June 5, 2000, is hereinafter referred to as substantially in the form of Exhibit C (the "Closing Date,Second --------- Warrant" andand together with the Initial Warrant, if the Closing Date is not May 31"Warrants", 2000, FCG shall notify the Investor prior and each individually a "Warrant") to the close purchase One Million (1,000,000) shares of the business Common Stock (the "Additional Warrant Shares") at an exercise price (subject to adjustment as provided therein) equal to $3.00 per share, exercisable during the period beginning January 2, 2002 and ending on the business day immediately preceding third anniversary of the Closing Date. On the Closing Date(The Note, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares, Warrant Shares and Additional Warrant Shares shall be referred to collectively herein as the Warrants"Securities"). Notwithstanding anything herein to the contrary, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibanknot be required to (but may, N.A.at its option) purchase more than such number of shares so as to cause Investor, as escrow agent a result of the Closing, to be subject to the notification and report requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow AgreementHSR Act"); prxxxxxx xxxx, for payment xx xo event shall the foregoing clauxx xxxxxxx xxx Xxxxxtor to FCG; it being understood purchase fewer Shares than the maximum number of Shares that may be purchased without causing the Closing shall occur, and Investor to be subject to the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with requirements of the terms and conditions set forth in the Escrow AgreementHSR Act.

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 7.5 million (the "Purchase Price") (A) 110,369.816 183,949.692 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 7.5 million and (B) warrants to purchase up to 49,461.508 82,435.846 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 55,591.077 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 26,844.769 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx & Xood XXX, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 7.5 million (the "Purchase Price") (A) 110,369.816 183,949.692 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 7.5 million and (B) warrants to purchase up to 49,461.508 82,435.846 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 55,591.077 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 26,844.769 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx Xxxxx & Xood XXXXxxx LLP, One Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately immediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG Holdco agrees to sell to the Investor, and the Investor agrees to purchase from FCGHoldco, for $4.5 million 43,942,374.85 (the "Holdco Purchase Price") (A) 110,369.816 the 1,077,758.180 newly issued shares of Preferred Stock (the "Holdco Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 million 43,942,374.85 and (B) warrants to purchase up to 49,461.508 482,990.248 shares of Voting Common Stock (the "Holdco Warrants," and together with the Holdco Preferred Shares, the "Holdco Securities"), the terms of which are in the form attached as Exhibit B hereto in respect of Holdco Warrants to purchase 33,354.646 325,707.193 shares of Voting Common Stock (the "Initial Holdco Warrants", and together with the Initial Total FCG Warrants, the "Initial Warrants") and in Exhibit C hereto in respect of Holdco Warrants to purchase 16,106.862 157,283.055 shares of Voting Common Stock (the "Subsequent Holdco Warrants", and together with the Subsequent Total FCG Warrants, the "Subsequent Warrants"). (b) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $31,057,625.15 (the "FCG Purchase Price") (A) 761,738.748 shares of Preferred Stock purchased by FCG from Holdco pursuant to the Exchange Agreement (the "FCG Preferred Shares"), the terms of which are contained in the Certificate of Designations in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $31,057,625.15 and (B) warrants to purchase up to 341,368.213 shares of Voting Common Stock purchased by FCG from Holdco pursuant to the Exchange Agreement (the "FCG Warrants," and together with the FCG Preferred Shares, the "FCG Securities"), the terms of which are in the form attached as Exhibit B hereto in respect of FCG Warrants to purchase 230,203.576 shares of Voting Common Stock and in Exhibit C hereto in respect of FCG Warrants to purchase 111,164.637 shares of Voting Common Stock. (bc) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx & Xood XXX, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.the

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of contained in this Agreement, the Company agrees to issue and sell to each Purchaser, and each Purchaser, severally and not jointly with the other Purchasers, agrees to purchase from the Company, (i) FCG agrees to sell to a senior unsecured note in the Investorprincipal amount set forth opposite such Purchaser’s name on Exhibit A, and in substantially the Investor agrees to purchase from FCGform attached hereto as Exhibit B (each, for $4.5 million (a “Note” and, collectively with the "Purchase Price") (A) 110,369.816 newly other notes issued shares of Preferred Stock (hereunder, the "Preferred Shares"“Notes”), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations"ii) a five-year warrant substantially in the form attached hereto as Exhibit C exercisable into the number of shares (the “Warrant Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth opposite such Purchaser’s name on Exhibit A heretoat an exercise price of $3.82 per Warrant Share (subject to adjustment as provided therein) (each, having an initial liquidation preference equal to $4.5 million a “Warrant” and, collectively with the other warrants issued hereunder, the “Warrants”) and (Biii) warrants to purchase up to 49,461.508 shares a number of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 shares of Common Stock equal to (A) five percent (5%) of the principal amount of the Note purchased by such Purchaser divided by (B) the Per Share Price (the "Initial “Shares” and together with the Notes and the Warrants", the “Securities”). The purchase price to be paid by a Purchaser for the Securities (the “Purchase Price”) and in Exhibit C hereto in respect shall be equal to the principal amount of Warrants to purchase 16,106.862 shares of Common Stockthe Note being purchased by such Purchaser. (b) The closing (Purchasers and the "Closing"Company agree that the Notes, the Warrants and the Shares constitute an “investment unit” for purposes of Section 1273(c)(2) of the purchase Internal Revenue Code of 1986, as amended (the “Code”). The Purchasers and sale the Company agree that the allocation of the securities referred to issue price of such investment unit between the Notes and the Warrants in clause (aaccordance with Section 1273(c)(2) above of the Code and Treasury Regulation Section 1.1273-2(h) shall be held at an aggregate amount of $6,270,000 allocated to the offices Warrants, $3,025,000 allocated to the Shares and the balance of Browx & Xood XXX, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately afterthe Purchase Price allocated to the Notes, and on neither the same date as, Purchasers nor the Closing under the Merger Company shall take any position inconsistent with such allocation in any tax return or in any judicial or administrative proceeding in respect of taxes. (c) For purposes of this Agreement, subject to the satisfaction or waiver “Per Share Price” means 91.75% of the conditions set forth arithmetic average of the lowest nine (9) Daily VWAPs (as defined in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to Notes) during the period of twenty (20) Trading Days (as defined in the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor Notes) immediately prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, date hereof (ias defined in Section 3.6 below) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"“Pricing Period”), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 million (the "Purchase Price") (A) 110,369.816 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 million and (B) warrants to purchase up to 49,461.508 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx Xxxxx & Xood XXXXxxx LLP, One Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately immediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG Holdco agrees to sell to the Investor, and the Investor agrees to purchase from FCGHoldco, for $4.5 million ________ (the "Purchase Price") (A) 110,369.816 ___________ newly issued shares of Series A Convertible Cumulative Preferred Stock (the "Preferred Shares"), the terms of which are contained in the amended and restated certificate of designations to Holdco's certificate of incorporation (the "Amended and Restated Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 million $ ________ and (B) warrants (the "Warrants") to purchase up to 49,461.508 _________ shares of Voting Common Stock voting common stock, par value $.01 per share (the "WarrantsVoting Common Stock"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 __________ shares of Voting Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 ___________ shares of Voting Common StockStock (the "Subsequent Warrants"). (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx & Xood XXX, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately afterxx August 11, and on 2000 (the same date as, the "Closing under the Merger AgreementDate"), subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG Holdco shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31August 11, 2000 (the "Escrow Agreement"), for payment to FCGHoldco; it being understood that the Closing closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 45 million (the "Purchase Price") (A) 110,369.816 1,103,698.157 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 45 million and (B) warrants to purchase up to 49,461.508 494,615.077 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 333,546.462 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 161,068.615 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx & Xood XXX, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 2.5 million (the "Purchase Price") (A) 110,369.816 61,316.564 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 2.5 million and (B) warrants to purchase up to 49,461.508 27,478.615 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 18,530.359 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 8,948.256 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx Xxxxx & Xood XXXXxxx LLP, One Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately immediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of contained in this Agreement, the Company agrees to issue and sell to each Purchaser, and each Purchaser, severally and not jointly with the other Purchasers, agrees to purchase from the Company, (i) FCG agrees to sell to a senior unsecured note in the Investorprincipal amount set forth opposite such Purchaser’s name on Exhibit A, and in substantially the Investor agrees to purchase from FCGform attached hereto as Exhibit B (each, for $4.5 million (a “Note” and, collectively with the "Purchase Price") (A) 110,369.816 newly other notes issued shares of Preferred Stock (hereunder, the "Preferred Shares"“Notes”), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations"ii) a five-year warrant substantially in the form attached hereto as Exhibit C exercisable into the number of shares (the “Warrant Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth opposite such Purchaser’s name on Exhibit A heretoat an exercise price of $4.68 per Warrant Share (subject to adjustment as provided therein) (each, having an initial liquidation preference equal to $4.5 million a “Warrant” and, collectively with the other warrants issued hereunder, the “Warrants”) and (Biii) warrants to purchase up to 49,461.508 shares the number of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A (the "Initial “Shares” and together with the Notes and the Warrants", the “Securities”). The purchase price to be paid by a Purchaser for the Securities (the “Purchase Price”) and in Exhibit C hereto in respect shall be equal to the principal amount of Warrants to purchase 16,106.862 shares of Common Stockthe Note being purchased by such Purchaser. (b) The closing Purchasers and the Company agree that the Notes, the Warrants and the Shares (the "Closing"if any) constitute an “investment unit” for purposes of Section 1273(c)(2) of the purchase Internal Revenue Code of 1986, as amended (the “Code”). The Purchasers and the Company agree that the allocation of the issue price of such investment unit between the Notes and the Warrants in accordance with Section 1273(c)(2) of the Code and Treasury Regulation Section 1.1273-2(h) shall be an aggregate amount of $2,850,000 allocated to the Warrants, $1,375,000 allocated to the Shares and the balance of the Purchase Price allocated to the Notes, and neither the Purchasers nor the Company shall take any position inconsistent with such allocation in any tax return or in any judicial or administrative proceeding in respect of taxes. (c) The offer and sale of the Shares (if any) and the Warrants is being made pursuant to a currently effective shelf registration statement on Form S-3 (File No. 333-170470) (the “Registration Statement”), on which at least $100,000,000 of securities referred to in clause (a) above shall be held at are registered and available for sale by the offices of Browx & Xood XXX, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver Company as of the conditions set forth in Section 5 date hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, registration statement has been declared effective in accordance with the terms Securities Act of 1933, as amended, and conditions set forth the rules and regulations promulgated thereunder (the “Securities Act”), by the United States Securities and Exchange Commission (the “Commission”). (d) The offer and sale of the Notes is being made, and in the Escrow event that the Company wishes to exercise its right to deliver shares of Common Stock in satisfaction of amounts payable under the Notes (the “Stock Amortization Shares”), such delivery shall be made, in each case in accordance with and in reliance on the exemption from securities registration afforded by Section 4(2) of the Securities Act, including Regulation D (“Regulation D”). (e) Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, substantially in the form attached hereto as Exhibit D (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities laws.

Purchase and Sale of Securities. (a) On Subject to the terms and subject to conditions hereof, on the conditions of this AgreementClosing Date, (i) FCG agrees to as defined herein, the Seller shall sell to the Investor, Company and the Investor agrees to Company shall purchase from FCG, the Seller for an aggregate purchase price of $4.5 million 176,069,740 cash (the "Purchase Price") (Ai) 110,369.816 newly issued 7,053,487 shares of Preferred Stock (the "Preferred Purchased Shares") of the Company's Common Stock, par value $.01 per share ("Common Stock"), at a purchase price of $20.00 per share, and (ii) the terms Common Stock Purchase Warrant of which are contained in the certificate of designations to Holdco's certificate of incorporation Company, dated March 31, 1998, as amended October 29, 1998, (the "Certificate of DesignationsWarrant") for a purchase price of $35.0 million (the Purchased Shares and the Warrant are collectively referred to herein as the "Equity Securities"). (b) Such sale and purchase shall be effected by the Seller delivering to the Company duly executed certificates or other instruments evidencing the Equity Securities, in each case with appropriate instruments of transfer attached (duly endorsed or otherwise in form sufficient for transfer), against delivery by the form attached Company to the Seller of the Purchase Price. The Purchase Price shall be paid by wire transfer of immediately available funds to such account or accounts as Exhibit A hereto, having an initial liquidation preference equal the Seller shall designate in writing. (c) The closing of the purchase and sale referred to $4.5 million above shall take place immediately following the satisfaction or waiver of the other conditions set forth in Sections 5 and (B) warrants to purchase up to 49,461.508 shares of Voting Common Stock 6 hereof (the "WarrantsClosing Date"), at the terms offices of which are in the form attached Company, at 10:00 a.m., Eastern time, or on such other date, and at such other place and time, as Exhibit B the parties hereto in respect shall mutually agree. (d) The Company filed a Registration Statement on Form S-3 dated the date hereof ("Registration Statement") to register the sale by the Seller of Warrants up to purchase 33,354.646 8,050,000 shares of Common Stock (the "Initial WarrantsSecondary Offering") ). The Company and Seller agree that if the overallotment option described in Exhibit C hereto the Registration Statement is not exercised in respect of Warrants to purchase 16,106.862 full, the Company will purchase, and the Seller will sell, the remaining shares of Common StockStock subject to such option at a purchase price per share equal to the "Public Offering Price" set forth on the cover page of the prospectus contained in the Registration Statement on the third business day after the Seller notifies the Company in writing that such option has terminated. (be) The closing (Company will pay the "Closing") Seller up to $200,000 to cover Seller's expenses within 45 days of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx & Xood XXX, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 1.875 million (the "Purchase Price") (A) 110,369.816 45,987.423 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 1.875 million and (B) warrants to purchase up to 49,461.508 20,608.962 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 13,897.769 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 6,711.192 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx & Xood XXX, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 2.5 million (the "Purchase Price") (A) 110,369.816 61,316.564 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 2.5 million and (B) warrants to purchase up to 49,461.508 27,478.615 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 18,530.359 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 8,948.256 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx & Xood XXXxxx, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. 2.1 Sale and Issuance of Series A-1 and Series A-2 Preferred Shares and Warrants (ai) The Company shall adopt on or before the Closing the Memorandum and Articles in substantially the form attached hereto as Exhibit A and file such Memorandum and Articles with the Registrar of Companies of the Cayman Islands within fifteen (15) days of such adoption. (ii) On or prior to the Closing, the Company shall have authorized (i) the sale and issuance to the Investors of the Preferred Shares; (ii) the issuance of the Conversion Shares upon conversion of the Preferred Shares pursuant to the Memorandum and Articles; and (iii) the sale and issuance of the Warrants. The Preferred Shares shall have the rights, preferences, privileges and restrictions set forth in the Memorandum and Articles. (iii) Subject to the terms and subject to the conditions of this Agreement, (i) FCG each Investor agrees, severally and not jointly, to purchase at the Closing and the Company agrees to sell and issue to each Investor at the Investor, and the Investor agrees to purchase from FCG, for $4.5 million (the "Purchase Price") (A) 110,369.816 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 million and (B) warrants to purchase up to 49,461.508 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause Closing (a) above shall be held at the offices of Browx & Xood XXX, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver that number of the conditions Preferred Shares set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the opposite such Investor's name representing on Schedule A attached hereto for the Preferred Shares and purchase price set forth thereon, including the Warrants, and (ii) mandatory conversion of the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, Exchangeable Notes in accordance with the terms and conditions therein (the "SUBSCRIPTION PRICE"); and (b) the Warrants, the terms and conditions of which are set forth in the Escrow AgreementWarrant Purchase Agreement substantially in the form attached hereto as Exhibit B. It is understood that the aggregate number of Preferred Shares to be issued by the Company at the Closing shall be 4,580,000 shares, representing a 5.7552% ownership in the Company immediately after the Closing (the "INITIAL OWNERSHIP"). For the avoidance of doubt, the calculation of the Initial Ownership hereunder and any adjustment to such ownership under Section 2.4 shall be based on the total issued and outstanding 75,000,000 Ordinary Shares plus the total issued and outstanding 4,580,000 Preferred Shares, without consideration of any shares issued pursuant to the Company Option Plan and any issuance by the Company under the Follow-on Financing.

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 1.875 million (the "Purchase Price") (A) 110,369.816 45,987.423 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 1.875 million and (B) warrants to purchase up to 49,461.508 20,608.962 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 13,897.769 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 6,711.192 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx Xxxxx & Xood XXXXxxx LLP, One Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately immediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 25 million (the "Purchase Price") (A) 110,369.816 613,165.641 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 25 million and (B) warrants to purchase up to 49,461.508 274,786.154 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 185,303.590 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 89,482.564 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx & Xood XXX, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 5.625 million (the "Purchase Price") (A) 110,369.816 137,962.270 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 5.625 million and (B) warrants to purchase up to 49,461.508 61,826.885 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 41,693.308 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 20,133.577 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx Xxxxx & Xood XXXXxxx LLP, One Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately immediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. 2.1. Issuance of Senior Secured Note ------------------------------- Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties set forth below (and upon the satisfactory completion of the conditions listed on Schedule 2.1 hereto), as of the date hereof the Company shall sell to LCI, and LCI shall purchase from the Company, the Senior Secured Note and the Warrants for an aggregate purchase price of Five Million Dollars ($5,000,000.00) (the "Note Purchase Price"). Such sale and purchase shall be effected on the date hereof by the Company executing and delivering to LCI the duly executed Amended Loan Agreement, Senior Secured Note and Warrants, against delivery by LCI to the Company of (a) On the Note Purchase Price (less the outstanding balance under the Bridge Note and any accrued and unpaid interest thereon) by wire transfer of immediately available funds to such account as the Company shall designate prior to the date hereof and (b) the Bridge Note. 2.2. Issuance of First Tranche of Series B Preferred Stock ----------------------------------------------------- (a) Subject to the terms and subject to conditions set forth in this Agreement and in reliance upon the conditions of this Agreementrepresentations and warranties set forth below, on the First Tranche Closing Date (idefined below) FCG agrees to the Company shall sell to the InvestorLV, and the Investor agrees to LV shall purchase from FCG, for $4.5 million (the "Purchase Price") (A) 110,369.816 newly issued Company 32,180,405 shares of Series B Preferred Stock (the "First Tranche of Purchased Preferred SharesStock"), the terms for a cash purchase price of which are contained in the certificate of designations to Holdco's certificate of incorporation Five Million Dollars ($5,000,000.00) (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 million and (B) warrants to purchase up to 49,461.508 shares of Voting Common Stock (the "WarrantsFirst Tranche Purchase Price"). Such sale and purchase shall be effected on the First Tranche Closing Date by the Company executing and delivering to LV, duly registered in its name, a duly executed stock certificate evidencing the terms Series B Preferred Stock being purchased by it, against delivery by LV to the Company of which are in the form attached First Tranche Purchase Price (less any debt under the Grid Note that LCI requests be applied to the Purchase Price) by wire transfer of immediately available funds to such account as Exhibit B hereto in respect of Warrants the Company shall designate prior to purchase 33,354.646 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 shares of Common StockFirst Tranche Closing Date. (b) The closing of such sale and purchase (the "First Tranche Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held take place at the offices of Browx & Xood XXX10:00 A.M., One Xxxxx Xxxxx XxxxxxNew York City time, Xxx Xxxx, Xxx Xxxx 00000, xxmediately after, and on the same date as, the Closing under the Merger Agreement, subject to second business day after the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which Sections 6 and 8 hereof at the Closing shall occuroffices of Xxxxxxx Xxxx & Xxxxxxxxx, which shall not extend beyond June 5000 Xxxxxxx Xxxxxx, 2000Xxx Xxxx, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent XX 00000 (the "Escrow AgentWillkie Offices") under ), or at such other place and time as may be mutually agreed to by the Escrow Agreement, dated as of May 31, 2000 parties hereto (the "Escrow AgreementFirst Tranche Closing Date"). 2.3. Issuance of Second Tranche of Series B Preferred Stock ------------------------------------------------------ (a) At any time after the First Tranche Closing Date but not later than December 31, 2001 (such date to be October 25, 2001, in the event all of the conditions to closing under Section 2.3(c) below have been satisfied or waived by such date), LV, in its sole discretion (and in reliance upon the representations and warranties set forth below), shall have the option to purchase from the Company (the "Second Tranche Purchase Option"), and the Company shall be obligated to sell to LV, 32,180,405 shares of Series B Preferred Stock (the "Second Tranche of Purchased Preferred Stock"), for payment a cash purchase price of Five Million Dollars ($5,000,000.00) (the "Second Tranche Purchase Price"). Such sale and purchase shall be effected on the Second Tranche Closing Date by the Company executing and delivering to FCG; LV, duly registered in its name, a duly executed stock certificate evidencing the Series B Preferred Stock being purchased by it being understood (together with the certificates and opinion contemplated under Sections 7.3 and 7.5 below, respectively), against delivery by LV to the Company of the Second Tranche Purchase Price (less any debt under the Grid Note that LCI requests be applied to the Purchase Price) by wire transfer of immediately available funds to such account as the Company shall designate prior to the Second Tranche Closing Date. None of the Landmark Parties shall occurhave any obligation hereunder to exercise the Second Tranche Purchase Option. (b) Except as otherwise provided in Section 2.3(c) below, the closing of such sale and purchase (the "Second Tranche Closing", and together with the First Tranche Closing, the "Closings") shall take place at 10:00 A.M., New York City time, on the fifth business day after LV provides the Company with written notice that LV has elected to exercise the Purchase Option, at the Willkie Offices, or at such other place and time as may be mutually agreed to by the parties hereto (the "Second Tranche Closing Date", and together with the First Tranche Closing Date, the "Closing Dates"). (c) If after the First Tranche Closing the Second Tranche Purchase Option has not been exercised, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in Sections 7 and 8 below have been satisfied or waived, then the Escrow AgreementSecond Tranche Closing shall take place at 10:00 A.M., New York City time, on October 25, 2001 (in such event, such date shall be the "Second Tranche Closing Date"). On the Second Tranche Closing Date, in reliance upon the representations and warranties set forth below, the Company shall sell to LV, and LV shall purchase from the Company the Second Tranche of Purchased Preferred Stock for the Second Tranche Purchase Price (less any debt under the Grid Note that LCI requests be applied to the Purchase Price). Such sale and purchase shall be effected in the same manner described in the penultimate sentence of Section 2.3(a) above. 2.4. Issuance of Additional Tranches of Series B Preferred Stock ----------------------------------------------------------- (a) At any time and from time to time after the Second Tranche Closing Date but not later than December 31, 2002 (the "Additional Option Period"), if a Shortfall Event (defined below) occurs, LV, in its sole discretion (and in reliance upon the Special Officer's Certificate, defined below), shall have the option to purchase from the Company (each option related to a Shortfall Event, a "Shortfall Purchase Option"), and the Company shall be obligated to sell to LV, for a cash purchase price of $0.1554 per share (the "Share Price") up to that number of shares of Series B Preferred Stock (the "Available Option Shares") determined by dividing the Shortfall Amount (defined below) by the Share Price. (b) If a Shortfall Event occurs and LV elects to exercise the corresponding Shortfall Purchase Option, LV shall provide the Company with written notice of election specifying the number of Available Option Shares that LV will purchase and, on the third day after the Company's receipt of such notice (or at such other time as may be mutually agreed to by the parties hereto), the closing of such sale and purchase shall be effected at 10:00 a.m., New York City time at the Willkie Offices (or at such other place as may be mutually agreed to by the parties hereto). Each such closing (an "Additional Option Closing") shall be effected by the Company executing and delivering to LV, duly registered in its name, a duly executed stock certificate evidencing the Series B Preferred Stock being purchased by it (together with the Special Officer's Certificate and the Special Opinion, defined below), against delivery by LV to the Company of the aggregate Share Price by wire transfer of immediately available funds to such account as the Company shall designate prior to the applicable closing. (c) As used in this Section 2.4:

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 10 million (the "Purchase Price") (A) 110,369.816 245,266.257 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 10 million and (B) warrants to purchase up to 49,461.508 109,914.462 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 74,121.436 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 35,793.026 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx & Xood XXX, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 18 million (the "Purchase Price") (A) 110,369.816 441,479.263 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 18 million and (B) warrants to purchase up to 49,461.508 197,846.031 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 133,408.585 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 64,427.446 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx Xxxxx & Xood XXXXxxx LLP, One Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately immediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.

Purchase and Sale of Securities. 1.1. Issuance of Common Stock ------------------------ (a) On the terms and subject Subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 million (the "Purchase Price") (A) 110,369.816 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 million and (B) warrants to purchase up to 49,461.508 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx & Xood XXX, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in this Agreement and to the Escrow conditions set forth in Section 1.2, and in reliance upon the Company's and the Investors' representations set forth below, on the First Closing Date (as defined below), the Company shall sell to each Investor, and each Investor shall purchase from the Company, the number of shares of the Company's Common Stock, par value $0.001 per share (the "Common Stock"), set forth next to such Investor's name on Schedule 1.1(a) (collectively, the "First Closing Shares") at an aggregate cash purchase price (the "First Closing Purchase Price") equal to the number of First Closing Shares being purchased by such Investor multiplied by the Per Share Purchase Price. For purposes of this Agreement, "Per Share Purchase Price" shall mean the higher of (i) $0.05 plus the closing price of the Common Stock on the Nasdaq Stock Market on the last trading day prior to the date of this Agreement or (ii) the number obtained by a fraction (x) the numerator of which shall be the sum of the closing price of the Common Stock on the Nasdaq Stock Market for each of (A) the ten consecutive trading days ending on and including the last full trading day prior to the time of the public announcement of the execution of the Acquisition Agreement, and (B) the five consecutive trading days immediately following the time of the public announcement of the execution of the Acquisition Agreement (for clarification, if the public announcement of the execution of the Acquisition Agreement occurs prior to the opening of the market on a trading day, or during a trading day while the market is open, then such day shall be attributed to subsection (B) above, and if the public announcement of the execution of the Acquisition Agreement occurs following the close of the market on a trading day, then such day shall be attributed to subsection (A) above) and (y) the denominator of which shall be fifteen (15); provided, however, that in no event shall the Per Share Purchase Price be higher than the product of 1.2 multiplied by the average of the closing price of the Common Stock on the Nasdaq Stock Market for the ten consecutive trading days ending on and including the last full trading day prior to the time of the public announcement of the execution of the Acquisition Agreement. The sale and purchase of the First Closing Shares shall be effected on the First Closing Date by the Company executing and delivering to each Investor, duly registered in such Investor's name or in the name of its nominee or other designee designated in writing to the Company at least one day prior to the First Closing Date, a duly executed stock certificate evidencing the First Closing Shares being purchased by it, against delivery by such Investor to the Company of the First Closing Purchase Price, by wire transfer of immediately available funds to such account as the Company shall designate in writing. Notwithstanding the foregoing, in the event that the sale and issuance of all of the First Closing Shares can not be consummated without the Company obtaining stockholder approval for the issuance of the First Closing Shares, then the number of First Closing Shares being purchased by each Investor shall be proportionally reduced to equal the maximum aggregate number of First Closing Shares that can be sold and issued by the Company without having to obtain stockholder approval, and any First Closing Shares that can not be sold and issued to any Investor for the reasons described in this Section 1.1(a) shall be purchased by such Investor on the Second Closing Date (as defined below) and shall be deemed to be Second Closing Shares (as defined below).

Purchase and Sale of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) FCG agrees to sell to the Investor, and the Investor agrees to purchase from FCG, for $4.5 5.625 million (the "Purchase Price") (A) 110,369.816 137,962.270 newly issued shares of Preferred Stock (the "Preferred Shares"), the terms of which are contained in the certificate of designations to Holdco's certificate of incorporation (the "Certificate of Designations") in the form attached as Exhibit A hereto, having an initial liquidation preference equal to $4.5 5.625 million and (B) warrants to purchase up to 49,461.508 61,826.885 shares of Voting Common Stock (the "Warrants"), the terms of which are in the form attached as Exhibit B hereto in respect of Warrants to purchase 33,354.646 41,693.308 shares of Common Stock (the "Initial Warrants") and in Exhibit C hereto in respect of Warrants to purchase 16,106.862 20,133.577 shares of Common Stock. (b) The closing (the "Closing") of the purchase and sale of the securities referred to in clause (a) above shall be held at the offices of Browx & Xood XXX, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately after, and on the same date as, the Closing under the Merger Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof. The date on which the Closing shall occur, which shall not extend beyond June 5, 2000, is hereinafter referred to as the "Closing Date," and, if the Closing Date is not May 31, 2000, FCG shall notify the Investor prior to the close of the business on the business day immediately preceding the Closing Date. On the Closing Date, (i) FCG shall deliver certificates issued in the Investor's name representing the Preferred Shares and the Warrants, and (ii) the Investor shall deposit the Purchase Price in immediately available funds with Citibank, N.A., as escrow agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 31, 2000 (the "Escrow Agreement"), for payment to FCG; it being understood that the Closing shall occur, and the Preferred Shares, Warrants and Purchase Price only released from escrow, in accordance with the terms and conditions set forth in the Escrow Agreement.