Common use of The Closings Clause in Contracts

The Closings. (a) The closing of the sale and purchase of the Preferred Shares under this Agreement (the "First Closing") shall take place at the offices of Hale ▇▇▇ Dorr ▇▇▇, The Will▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇ 9:00 a.m. on July 2, 1999, or at such other time, date and place as are mutually agreeable to the Company and the Purchasers, but in no event later than July 31, 1999. The closing of the sale and purchase of the Common Share under this Agreement (the "Second Closing") shall take place at said offices of Hale ▇▇▇ Dorr ▇▇▇ at 9:00 a.m. two business days following the termination or expiration of waiting periods under the HSR Act (as defined herein), or at such other time, date and place as are mutually agreeable to the Company and Vulcan. At each Closing, the Company shall deliver to each of the Purchasers or Vulcan, as the case may be, one or more certificates for the number of Shares being purchased at such Closing by such Purchaser, registered in the name of such Purchaser, against payment to the Company of the Purchase Price, by wire transfer, check, cancellation of indebtedness or other method acceptable to the Company. The dates of the Closings are hereinafter referred to as the "First Closing Date" and the "Second Closing Date". If at the Closings any of the conditions specified in Sections 5, 6, 7 or 8, as applicable, shall not have been fulfilled, each of the Purchasers shall, at his, her or its election, be relieved of all of his, her or its obligations under this Agreement without thereby waiving any other rights he, she or it may have by reason of such failure or such non-fulfillment. (b) The Company may sell, at any time prior to July 31, 1999, in one or more closings (each, a "Subsequent Closing"), up to 2,121,952 additional Preferred Shares at the Purchase Price, to such purchasers (each, an "Additional Purchaser") as may be approved by the Board of Directors of the Company. At each Subsequent Closing, (i) the Company and each Additional Purchaser shall execute and deliver a counterpart signature page hereto, whereupon such Additional Purchaser shall become a "Purchaser" hereunder and the Preferred Shares purchased by such Additional Purchaser shall be deemed to be "Preferred Shares" for purposes of this Agreement, and (ii) the Company shall cause Exhibit A hereto be amended to reflect the purchases made by the Additional Purchasers at each Subsequent Closing. At each Subsequent Closing, the Company shall deliver to each Additional Purchaser a certificate for the number of Preferred Shares being purchased at the Subsequent Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the Company of the Purchase Price in the manner specified above. The Company shall deliver to each Purchaser, within 15 days after any Subsequent Closing, written notice of such Subsequent Closing (which notice shall specify the names of each Additional Purchaser and the number of Preferred Shares issued to each).

The Closings. (a) The closing of the sale and Buyer's purchase of the Preferred Shares under this Agreement Acquired Assets (other than Accounts Receivable) (the "First Closing") contemplated by this Agreement shall take place on January 11, 1999 at the offices of Hale ▇▇▇ Dorr ▇▇▇Wolf, The Will▇▇▇ Block, ▇▇▇▇▇▇ and ▇▇▇▇▇-▇▇▇, ▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, commencing at 10:00 a.m. local time or at such other place, time and date as the Parties may mutually agree (the "First Closing Date"); provided, that all conditions precedent to the First Closing Date shall have been satisfied or waived as of the First Closing Date. At the First Closing, the Seller shall deliver to the Buyer physical possession of the Acquired Assets (other than Accounts Receivable), together with such instruments of transfer as the Buyer shall request to vest in the Buyer title to the Acquired Assets (other than Accounts Receivable) free and clear of all Liens and all of the right, title and interest of the Seller in and to such Acquired Assets (other than Accounts Receivable.▇) Notwithstanding the foregoing, the Effective Date of the First Closing for purposes of Section 2.3(d) and (e) shall be January 4, 1999. (b) Subject to the second sentence in this Section 2.4(b), the closing of the Buyer's purchase of Accounts Receivable (the "Accounts Receivable Closing") shall occur on the 65th day after the First Closing Date at the offices of Wolf, Block, ▇▇▇▇▇▇ and ▇▇▇▇▇-▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ 9:00 ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, commencing at 10:00 a.m. on July 2, 1999, local time or at such other timeplace, time and date and place as are the Parties may mutually agreeable to the Company and the Purchasers, but in no event later than July 31, 1999. The closing of the sale and purchase of the Common Share under this Agreement agree (the "Second ClosingAccounts Receivable Closing Date") shall take place at said offices of Hale ▇▇▇ Dorr ▇▇▇ at 9:00 a.m. two business days following the termination or expiration of waiting periods under the HSR Act (as defined herein), or at such other time, date and place as are mutually agreeable ; provided that all conditions precedent to the Company and VulcanAccounts Receivable Closing shall have been satisfied or waived as of the Accounts Receivable Closing Date. If such 65th day falls on a Saturday, Sunday or other day that national banks in the Commonwealth of Pennsylvania are closed, then the Accounts Receivable Closing Date shall be on the next succeeding business day.) At each the Accounts Receivable Closing, the Company Seller shall deliver to each the Buyer such instruments of transfer of the Purchasers or Vulcan, Accounts Receivable as the case may be, one or more certificates for the number of Shares being purchased at such Closing by such Purchaser, registered Buyer shall reasonably request to vest in the name of such Purchaser, against payment Buyer title to the Company Accounts Receivable free and clear of all Liens and all of the Purchase Priceright, by wire transfer, check, cancellation of indebtedness or other method acceptable to the Company. The dates title and interest of the Closings are hereinafter referred to as the "First Closing Date" and the "Second Closing Date". If at the Closings any of the conditions specified Seller in Sections 5, 6, 7 or 8, as applicable, shall not have been fulfilled, each of the Purchasers shall, at his, her or its election, be relieved of all of his, her or its obligations under this Agreement without thereby waiving any other rights he, she or it may have by reason of such failure or such non-fulfillmentAccounts Receivable. (b) The Company may sell, at any time prior to July 31, 1999, in one or more closings (each, a "Subsequent Closing"), up to 2,121,952 additional Preferred Shares at the Purchase Price, to such purchasers (each, an "Additional Purchaser") as may be approved by the Board of Directors of the Company. At each Subsequent Closing, (i) the Company and each Additional Purchaser shall execute and deliver a counterpart signature page hereto, whereupon such Additional Purchaser shall become a "Purchaser" hereunder and the Preferred Shares purchased by such Additional Purchaser shall be deemed to be "Preferred Shares" for purposes of this Agreement, and (ii) the Company shall cause Exhibit A hereto be amended to reflect the purchases made by the Additional Purchasers at each Subsequent Closing. At each Subsequent Closing, the Company shall deliver to each Additional Purchaser a certificate for the number of Preferred Shares being purchased at the Subsequent Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the Company of the Purchase Price in the manner specified above. The Company shall deliver to each Purchaser, within 15 days after any Subsequent Closing, written notice of such Subsequent Closing (which notice shall specify the names of each Additional Purchaser and the number of Preferred Shares issued to each).

The Closings. 2.1 The initial closing (athe “Initial Closing”) The closing of the purchase and sale and purchase of the Preferred Shares under this Agreement (the "First Closing") Initial Note shall take place at the offices of Hale ▇▇▇▇▇ Dorr ▇▇▇Lovells US LLP, The Will▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.▇. on the date hereof. At the Initial Closing, the Company will deliver to the Lender an Initial Note dated the date hereof, against delivery by the Lender (or its designee) to the Company or its order of $2,000,000 in immediately available funds by wire transfer as follows: Bank Name and Address: [Intentionally Omitted.] Beneficiary Name and Address: Aradigm Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account Number: [Intentionally Omitted.] ABA/Routing Number [Intentionally Omitted.] SWIFT Code: [Intentionally Omitted.] If at the Initial Closing, the Company shall fail to tender the Initial Note to the Lender as provided above in this Section 2.1, or any of the conditions specified in Section 5 shall not have been fulfilled to the Lender’s reasonable satisfaction, the Lender shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights the Lender may have by reason of such failure or such nonfulfillment. 2.2 The subsequent closing (the “Subsequent Closing,” and together with the Initial Closing, a “Closing” or the “Closings”) of the purchase and sale of the Additional Installment Note shall take place at the offices of ▇▇▇▇▇ Lovells US LLP, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. ▇▇ 9:00 a.m. on July 2, 1999the date that is no later than five (5) calendar days after the receipt of Positive TPE Results, or at such other time, date time and place as are mutually agreeable to the Company and the PurchasersLender mutually agree in writing. At the Subsequent Closing, but in no event later than July 31, 1999. The closing the Company will deliver to the Lender the Additional Installment Note dated the date of the sale and purchase of Subsequent Closing, against delivery by the Common Share under this Agreement (the "Second Closing") shall take place at said offices of Hale ▇▇▇ Dorr ▇▇▇ at 9:00 a.m. two business days following the termination or expiration of waiting periods under the HSR Act (as defined herein), or at such other time, date and place as are mutually agreeable Lender to the Company and Vulcanor its order of immediately available funds in the amount of $2,000,000 by wire transfer in accordance with the written instructions set forth in Section 2.1. At each If at the Subsequent Closing, the Company shall deliver fail to each of tender the Purchasers or Vulcan, as the case may be, one or more certificates for the number of Shares being purchased at such Closing by such Purchaser, registered in the name of such Purchaser, against payment Additional Installment Note to the Company of the Purchase PriceLender as provided in this Section 2.2, by wire transfer, check, cancellation of indebtedness or other method acceptable to the Company. The dates of the Closings are hereinafter referred to as the "First Closing Date" and the "Second Closing Date". If at the Closings any of the conditions specified in Sections 5, 6, 7 or 8, as applicable, Section 5 shall not have been fulfilledfulfilled to the Lender’s reasonable satisfaction, each of the Purchasers Lender shall, at his, her or its election, be relieved of all of his, her or its further obligations under this Agreement Agreement, without thereby waiving any other rights he, she or it the Lender may have by reason of such failure or such non-fulfillmentnonfulfillment. (b) The Company may sell, at any time prior to July 31, 1999, in one or more closings (each, a "Subsequent Closing"), up to 2,121,952 additional Preferred Shares at the Purchase Price, to such purchasers (each, an "Additional Purchaser") as may be approved by the Board of Directors of the Company. At each Subsequent Closing, (i) the Company and each Additional Purchaser shall execute and deliver a counterpart signature page hereto, whereupon such Additional Purchaser shall become a "Purchaser" hereunder and the Preferred Shares purchased by such Additional Purchaser shall be deemed to be "Preferred Shares" for purposes of this Agreement, and (ii) the Company shall cause Exhibit A hereto be amended to reflect the purchases made by the Additional Purchasers at each Subsequent Closing. At each Subsequent Closing, the Company shall deliver to each Additional Purchaser a certificate for the number of Preferred Shares being purchased at the Subsequent Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the Company of the Purchase Price in the manner specified above. The Company shall deliver to each Purchaser, within 15 days after any Subsequent Closing, written notice of such Subsequent Closing (which notice shall specify the names of each Additional Purchaser and the number of Preferred Shares issued to each).

The Closings. (a) The closing purchase and sale of the sale and purchase of the Preferred Shares under this Agreement (the "First Closing") shall ------------ take place at the offices of Hale ▇▇▇ Dorr ▇▇▇, The Will▇▇▇ ▇the Company at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇ 9:00 at 10:00 a.m. on July 2, 1999, or at such other time, the third business day following the date and place as are mutually agreeable of delivery to the Company and the Purchasers, but in no event later than July 31, 1999. The closing Investor of the sale and purchase of the Common Share under this Agreement (the "Second Closing") shall take place at said offices of Hale ▇▇▇ Dorr ▇▇▇ at 9:00 a.m. two business days following the termination or expiration of waiting periods under the HSR Act (as defined herein), or at such other time, date and place as are mutually agreeable to the Company and Vulcan. At each Closing, the Company shall deliver to each of the Purchasers or Vulcanan Option Notice, as the case may be, one or more certificates at such other time and place as the Company and the Investor may mutually agree. Each such time and date for delivery of the Shares and the Purchase Price therefor is herein called a "Closing" and the date of any such Closing is herein called a "Closing Date." (b) The aggregate purchase price for Shares purchased at a Closing (the "Purchase Price") shall equal the product of (i) the number of Shares being purchased at such Closing multiplied by such Purchaser(ii) $100. (c) At each Closing for the sale and purchase of Shares, (i) the Company shall satisfy, or the Investor shall waive, each of the conditions set forth in Section 4.2 and the Company shall deliver to the Investor (A) one or more stock certificates representing the Shares being purchased, registered in the name of the Investor or its nominee and (B) a put option exercise price equal to (x) the number of Shares being purchased and sold at such PurchaserClosing multiplied by (y) $1, against payment in immediately available funds by wire transfer to such account as shall be designated in writing by the Investor at least two business days prior to the Company scheduled date of the Purchase Price, by wire transfer, check, cancellation of indebtedness or other method acceptable to the Company. The dates of the Closings are hereinafter referred to as the "First Closing Date" and the "Second Closing Date". If at the Closings any of the conditions specified in Sections 5, 6, 7 or 8, as applicable, shall not have been fulfilled, each of the Purchasers shall, at his, her or its election, be relieved of all of his, her or its obligations under this Agreement without thereby waiving any other rights he, she or it may have by reason of such failure or such non-fulfillment. (b) The Company may sell, at any time prior to July 31, 1999, in one or more closings (each, a "Subsequent Closing"), up to 2,121,952 additional Preferred Shares at the Purchase Price, to such purchasers (each, an "Additional Purchaser") as may be approved by the Board of Directors of the Company. At each Subsequent Closing, (i) the Company and each Additional Purchaser shall execute and deliver a counterpart signature page hereto, whereupon such Additional Purchaser shall become a "Purchaser" hereunder and the Preferred Shares purchased by such Additional Purchaser shall be deemed to be "Preferred Shares" for purposes of this Agreement, and (ii) the Company Investor shall cause Exhibit A hereto be amended to reflect the purchases made by the Additional Purchasers at each Subsequent Closing. At each Subsequent Closingsatisfy, or the Company shall waive, each of the conditions set forth in Section 4.1 and the Investor shall deliver to each Additional Purchaser a certificate for the number of Preferred Shares being purchased at the Subsequent Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the Company of the Purchase Price in immediately available funds by wire transfer to such account as shall be designated in writing by the manner specified above. The Company shall deliver to each Purchaser, within 15 days after any Subsequent Closing, written notice of such Subsequent Closing (which notice shall specify the names of each Additional Purchaser and the number of Preferred Shares issued to each)Company.

The Closings. (a) The closing of the purchase and sale and purchase of the Preferred Shares under this Agreement Securities shall take place in two or more parts: (i) an initial closing upon the purchase and sale of 2,000 shares of the Initial Securities (the "First ClosingINITIAL CLOSING") and (ii) one or more subsequent closings upon the purchase and sale of up to an additional 2,000 shares (or an aggregate of 4,000 shares) of the Additional Securities (the "FINAL CLOSING" and with the Initial Closing, the "CLOSING") and shall take place at the offices of Hale Stroock & Stroock & ▇▇▇▇▇ Dorr ▇▇▇LLP, The Will▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇-▇▇▇▇, ▇.▇.immediately following the execution hereof or such later date or different location as the parties shall agree in writing, ▇▇▇▇▇▇▇▇▇▇, ▇.▇but not prior to the date that the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party. ▇▇ 9:00 a.m. on July 2The date of the Initial Closing shall be no later than September 7, 1999, or at such other timeand is hereinafter referred to as the "INITIAL CLOSING DATE." The date of the Final Closing shall be within 10 days of the date the Registration Statement is declared effective and is hereinafter referred to as the "CLOSING DATE." On the Initial Closing Date, date the Corporation shall sell and place as are mutually agreeable issue to the Company and the Purchasers, but in no event later than July 31and the Purchasers shall, 1999severally and not jointly, purchase from the Corporation, an aggregate of 2,000 shares of Initial Securities. The closing of On or before the sale Closing Date, the Corporation shall sell and purchase of the Common Share under this Agreement (the "Second Closing") shall take place at said offices of Hale ▇▇▇ Dorr ▇▇▇ at 9:00 a.m. two business days following the termination or expiration of waiting periods under the HSR Act (as defined herein), or at such other time, date and place as are mutually agreeable issue to the Company Purchasers, and Vulcan. the Purchasers shall, severally and not jointly, purchase from the Corporation, an additional 2,000 shares of Securities. (b) At each Closing, Closing (i) the Company Corporation shall deliver to each Purchaser (1) stock certificates representing the shares of the Purchasers or VulcanSecurities in the denominations specified on SCHEDULE 1 attached hereto, as the case may be, one or more certificates for the number of Shares being purchased at such Closing by such Purchaser, each registered in the name of such Purchaser, against payment to (2) the Company of Registration Rights Agreement, dated the Purchase Pricedate hereof, by wire transferand among the Corporation and the Purchasers, check, cancellation in the form of indebtedness or other method acceptable to the Company. The dates of the Closings are hereinafter referred to as EXHIBIT B annexed hereto (the "First Closing Date" and the "Second Closing Date". If at the Closings any of the conditions specified in Sections 5, 6, 7 or 8, as applicable, shall not have been fulfilled, each of the Purchasers shall, at his, her or its election, be relieved of all of his, her or its obligations under this Agreement without thereby waiving any other rights he, she or it may have by reason of such failure or such non-fulfillment. (b) The Company may sell, at any time prior to July 31, 1999, in one or more closings (each, a "Subsequent ClosingREGISTRATION RIGHTS AGREEMENT"), up and (3) all other documents, instruments and writings required to 2,121,952 additional Preferred Shares have been delivered at or prior to the Purchase Price, to such purchasers (each, an "Additional Purchaser") as may be approved Initial Closing Date by the Board of Directors of Corporation pursuant to this Agreement or the Company. At each Subsequent Closing, (i) the Company and each Additional Purchaser shall execute and deliver a counterpart signature page hereto, whereupon such Additional Purchaser shall become a "Purchaser" hereunder and the Preferred Shares purchased by such Additional Purchaser shall be deemed to be "Preferred Shares" for purposes of this Registration Rights Agreement, and (ii) the Company shall cause Exhibit A hereto be amended to reflect the purchases made by the Additional Purchasers at each Subsequent Closing. At each Subsequent Closing, the Company Purchaser shall deliver to each Additional Purchaser a certificate for the number of Preferred Shares being purchased at Corporation the Subsequent Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the Company portion of the Purchase Price set forth next to its name on SCHEDULE 1, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the manner specified above. The Company shall deliver Corporation for such purpose on or prior to each PurchaserClosing Date, within 15 days after any Subsequent Closingand all documents, written notice of instruments and writings required to have been delivered at or prior to each Closing Date by such Subsequent Closing (which notice shall specify the names of each Additional Purchaser pursuant to this Agreement and the number of Preferred Shares issued to each)Registration Rights Agreement.

The Closings. (a) The closing (the "Closing") of the sale and purchase of the Preferred Shares under this Agreement (the "First Closing") shall take place at the offices of Hale ▇▇▇ Dorr ▇▇▇, The Will▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇the Company at 1100 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ 9:00 ▇▇▇▇▇ ▇▇ 9 a.m. Central Time on July February 2, 19992000, or at such other time, date and place as are mutually agreeable to the Company and the Purchasers, but in no event later than July 31, 1999. The closing of the sale and purchase of the Common Share under this Agreement (the "Second Closing") shall take place at said offices of Hale ▇▇▇ Dorr ▇▇▇ at 9:00 a.m. two business days following the termination or expiration of waiting periods under the HSR Act (as defined herein), or at such other time, date and place as are mutually agreeable to the Company and Vulcan. At each the Closing, the Company shall deliver to each of the Purchasers or Vulcan, as the case may be, one or more certificates a certificate for the number of Shares being purchased at such the Closing by such Purchaser, registered in the name of such Purchaser, against payment to the Company of the Purchase Price, by wire transfer, check, cancellation of indebtedness check or other method of delivering immediately available funds that is acceptable to the Company. The dates date of the Closings are Closing is hereinafter referred to as the "First Closing Date." and the "Second Closing Date". If at the Closings Closing any of the conditions specified in Sections 5, 6, 7 or 8, as applicable, Section 5 shall not have been fulfilled, each of the Purchasers shall, at his, her or its election, be relieved of all of his, her or its obligations under this Agreement without and will thereby waiving any waive all other rights he, she or it may have by reason of such failure or such non-fulfillment. (b) The Company may sell, at any time prior to July 31, 199990 days after the Closing, in one or more closings (each, a "Subsequent Closing"), up to 2,121,952 1,600,000 additional Preferred Shares at the Purchase Price, to such purchasers (each, an "Additional Purchaser") as may be approved by the Board of Directors of the Company. At each Subsequent Closing, (i) the Company and each Additional Purchaser shall execute and deliver a counterpart signature page heretoto this Agreement and each of the other agreements required to be executed by the Company at or prior to the Closing pursuant to Section 5.4 (the "Ancillary Agreements"), in each case without material modification, whereupon such Additional Purchaser shall become a "Purchaser" hereunder and the Preferred Shares purchased by such Additional Purchaser shall be deemed to be "Preferred Shares" for purposes of this Agreement, Agreement and (ii) the Company shall cause Exhibit EXHIBIT A hereto to this Agreement to be amended to reflect the purchases made by the Additional Purchasers at each Subsequent Closing. At each Subsequent Closing, the Company shall deliver to each Additional Purchaser a certificate for the number of Preferred Shares being purchased at the Subsequent Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the Company of the Purchase Price in the manner specified above. The Company shall deliver to each Purchaser, within 15 three business days after any Subsequent Closing, written notice of such Subsequent Closing (which notice shall specify the names of each Additional Purchaser and the number of shares of Series A Preferred Shares issued to each).

The Closings. (a) The closing purchase and sale of the sale and purchase of the Preferred Shares under this Agreement (the "First Closing") shall take place at the offices of Hale the Company at 11200 Rockville Pike, Rockville, Maryland 20852, at 10:00 a.m. ▇▇ ▇▇▇ Dorr ▇▇▇, The Will▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇ ▇▇ 9:00 a.m. on July 2, 1999, or at such other time, date and place as are mutually agreeable delivery to the Company and the Purchasers, but in no event later than July 31, 1999. The closing Investor of the sale and purchase of the Common Share under this Agreement (the "Second Closing") shall take place at said offices of Hale ▇▇▇ Dorr ▇▇▇ at 9:00 a.m. two business days following the termination or expiration of waiting periods under the HSR Act (as defined herein), or at such other time, date and place as are mutually agreeable to the Company and Vulcan. At each Closing, the Company shall deliver to each of the Purchasers or Vulcanan Option Notice, as the case may be, one or more certificates at such other time and place as the Company and the Investor may mutually agree. Each such time and date for delivery of the Shares and the Purchase Price therefor is herein called a "Closing" and the date of any such Closing is herein called a "Closing Date." (b) The aggregate purchase price for Shares purchased at a Closing (the "Purchase Price") shall equal the product of (i) the number of Shares being purchased at such Closing multiplied by such Purchaser(ii) $100. (c) At each Closing for the sale and purchase of Shares, (i) the Company shall satisfy, or the Investor shall waive, each of the conditions set forth in Section 4.2 and the Company shall deliver to the Investor (A) one or more stock certificates representing the Shares being purchased, registered in the name of such Purchaserthe Investor or its nominee and (B) the Put Option Exercise Fee and (ii) the Investor shall satisfy, against payment to or the Company of the Purchase Price, by wire transfer, check, cancellation of indebtedness or other method acceptable to the Company. The dates of the Closings are hereinafter referred to as the "First Closing Date" and the "Second Closing Date". If at the Closings any of the conditions specified in Sections 5, 6, 7 or 8, as applicable, shall not have been fulfilledwaive, each of the Purchasers shall, at his, her or its election, conditions set forth in Section 4.1 and the Investor shall deliver to the Company the Purchase Price in immediately available funds by wire transfer to such account as shall be relieved of all of his, her or its obligations under this Agreement without thereby waiving any other rights he, she or it may have designated in writing by reason of such failure or such non-fulfillmentthe Company. (bd) The Company may sell, at any time prior to July 31, 1999, in one or more closings (each, a "Subsequent Closing"), up to 2,121,952 additional Preferred Shares at the Purchase Price, to such purchasers (each, an "Additional Purchaser") as may be approved by the Board of Directors of the Company. At each Subsequent Closing, (i) the Company and each Additional Purchaser shall execute and deliver a counterpart signature page hereto, whereupon such Additional Purchaser shall become a "Purchaser" hereunder and the Preferred Shares purchased by such Additional Purchaser shall be deemed to be "Preferred Shares" for For purposes of this Agreement, the "Put Option Exercise Fee" (referred to in Section 1.2(c)) shall be equal to (i) the number of Shares being purchased and sold at such Closing multiplied by (ii) the Company $1, in immediately available funds by wire transfer to such account as shall cause Exhibit A hereto be amended to reflect the purchases made designated in writing by the Additional Purchasers Investor at each Subsequent least two business days prior to the scheduled date of the Closing. At each Subsequent ClosingIn connection with the first exercise of the put option (which shall not exceed 100,000 Shares), the Company shall deliver to each Additional Purchaser a certificate for the number Investor the sum of Preferred Shares being purchased (i) $600,000 and (ii) the Put Option Exercise Fee, in immediately available funds by wire transfer to such account as shall be designated in writing by the Investor at the Subsequent Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment least two business days prior to the Company scheduled date of the Purchase Price in the manner specified above. The Company shall deliver to each Purchaser, within 15 days after any Subsequent Closing, written notice of such Subsequent Closing (which notice shall specify the names of each Additional Purchaser and the number of Preferred Shares issued to each).

The Closings. (a) The closing (the "Closing") of the sale and purchase of the Preferred Shares under this Agreement (the "First Closing") shall take place at the offices of Hale ▇▇▇ Dorr ▇▇▇, The Will▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and ▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇ 9:00 at 10:00 a.m. on July 2October 8, 1999, or at such other time, date and place as are mutually agreeable to the Company and ▇'▇▇▇▇▇▇▇▇, Graev & Karabell, LLP, special counsel to the Purchasers, but in no event later than July 31, 1999. The closing of the sale and purchase of the Common Share under this Agreement (the "Second Closing") shall take place at said offices of Hale ▇▇▇ Dorr ▇▇▇ at 9:00 a.m. two business days following the termination or expiration of waiting periods under the HSR Act (as defined herein), or at such other time, date and place as are mutually agreeable to the Company and Vulcan. At each the Closing, the Company shall deliver to each of the Purchasers or Vulcan, as the case may be, one or more certificates a certificate for the number of Shares being purchased at such the Closing by such Purchaser, registered in the name of such Purchaser, against payment to the Company of the Purchase Price, by wire transfer, check, cancellation of indebtedness or other method acceptable to the Company. The dates date of the Closings are Closing is hereinafter referred to as the "First Closing Date." and the "Second Closing Date". If at the Closings Closing any of the conditions specified in Sections 5, 6, 7 or 8, as applicable, Section 6 shall not have been fulfilled, each of the Purchasers shall, at his, her his or its election, be relieved of all of his, her his or its obligations under this Agreement without thereby waiving any other rights he, she he or it may have by reason of such failure or such non-non- fulfillment. (b) The Company may sell, at any time prior to July 31, 199930 days after the Closing, in one or more closings (each, a "Subsequent Closing"), up to 2,121,952 333,334 additional Preferred Shares at the Purchase Price, to such purchasers (each, an "Additional Purchaser") as may be approved by the Board of Directors of the Company. At each Subsequent Closing, (i) the Company and each Additional Purchaser shall execute and deliver a counterpart signature page hereto, whereupon such Additional Purchaser shall become a "Purchaser" hereunder and the Preferred Shares purchased by such Additional Purchaser shall be deemed to be "Preferred Shares" for purposes of this Agreement, and (ii) the Company shall cause Exhibit A hereto be --------- amended to reflect the purchases made by the Additional Purchasers at each Subsequent Closing. At each Subsequent Closing, the Company shall deliver to each Additional Purchaser a certificate for the number of Preferred Shares being purchased at the Subsequent Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the Company of the Purchase Price in the manner specified above. The Company shall deliver to each Purchaser, within 15 days after any Subsequent Closing, written notice of such Subsequent Closing (which notice shall specify the names of each Additional Purchaser and the number of shares of Series A Preferred Shares issued to each).