SPECTRUM PHARMACEUTICALS INC
EXHIBIT 10.1
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<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>c86909exv10w1.htm
<DESCRIPTION>EXHIBIT 10.1
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<DIV align="right" style="font-size: 10pt; margin-top: 10pt"><B>Exhibit&nbsp;10.1</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>SECURITIES PURCHASE AGREEMENT</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">This Securities Purchase Agreement (this &#147;<U>Agreement</U>&#148;) is dated as of June&nbsp;15, 2009,
between Spectrum Pharmaceuticals, Inc., a Delaware corporation (the &#147;<U>Company</U>&#148;), and each
purchaser identified on the signature pages hereto (each, including its successors and assigns, a
&#147;<U>Purchaser</U>&#148; and collectively the &#147;<U>Purchasers</U>&#148;).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an
effective registration statement under the Securities Act of 1933, as amended (the &#147;<U>Securities
Act</U>&#148;), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally
and not jointly, desires to purchase from the Company, securities of the Company as more fully
described in this Agreement.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,
the Company and each Purchaser agree as follows:
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>ARTICLE I.</B><BR>
DEFINITIONS
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">1.1 <U> Definitions</U>. In addition to the terms defined elsewhere in this Agreement, for
all purposes of this Agreement, the following terms have the meanings set forth in this Section
1.1:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">&#147;<U>Action</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(j).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Affiliate</U>&#148; means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a Person as
such terms are used in and construed under Rule&nbsp;405 under the Securities Act.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">&#147;<U>Board of Directors</U>&#148; means the board of directors of the Company.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Business Day</U>&#148; means any day except any Saturday, any Sunday, any day which is
a federal legal holiday in the United States or any day on which banking institutions in the
State of New York are authorized or required by law or other governmental action to close.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Closing</U>&#148; means the closing of the purchase and sale of the Securities pursuant
to Section&nbsp;2.1.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Closing Date</U>&#148; means the Trading Day on which all of the Transaction Documents
have been executed and delivered by the applicable parties thereto, and all conditions
precedent to (i)&nbsp;the Purchasers&#146; obligations to pay the Subscription Amount and (ii)&nbsp;the
Company&#146;s obligations to deliver the Securities, in each case, have been satisfied or
waived.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Commission</U>&#148; means the United States Securities and Exchange Commission.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Common Stock</U>&#148; means the common stock of the Company, par value $0.001 per
share, and any other class of securities into which such securities may hereafter be
reclassified or changed.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Common Stock Equivalents</U>&#148; means any securities of the Company or the
Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock,
including, without limitation, any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into or exercisable or exchangeable for, or
otherwise entitles the holder thereof to receive, Common Stock.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Company Counsel</U>&#148; means Stradling Yocca Carlson &#038; Rauth, P.C., with offices
located at 660 Newport Center Drive, Suite&nbsp;1600, Newport Beach, California 92660.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Disclosure Schedules</U>&#148; means the Disclosure Schedules of the Company delivered
concurrently herewith.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Evaluation Date</U>&#148; shall have the meaning ascribed to such term in Section
3.1(r).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Exchange Act</U>&#148; means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Exempt Issuance</U>&#148; means the issuance of (a)&nbsp;shares of Common Stock or options
to employees, officers or directors of the Company pursuant to any 401k, stock or option
plan duly adopted for such purpose, by a majority of the non-employee members of the Board
of Directors or a majority of the members of a committee of non-employee directors
established for such purpose, (b)&nbsp;securities upon the exercise or exchange of or conversion
of any Securities issued hereunder and/or other securities exercisable or exchangeable for
or convertible into shares of Common Stock issued and outstanding on the date of this
Agreement, provided that such securities have not been amended since the date of this
Agreement to increase the number of such securities or to decrease the exercise price,
exchange price or conversion price of such securities, (c)&nbsp;securities issued pursuant to
stock splits, stock dividends or distributions, recapitalizations and similar events
affecting the Common Stock and (d)&nbsp;securities issued pursuant to acquisitions or strategic
transactions approved by a majority of the disinterested directors of the Company, provided
that any such issuance shall only be to a Person (or to the equityholders of a Person) which
is, itself or through its subsidiaries, an operating company or an asset in a business
synergistic with the business of the Company and shall provide to the Company additional
benefits in addition to the investment of funds, but shall not include a transaction in
which the Company is issuing securities primarily for the purpose of raising capital or to
an entity whose primary business is investing in securities.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">&#147;<U>FDA</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(gg).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">&#147;<U>FDCA</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(gg).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>GAAP</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(h).
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">&#147;<U>Indebtedness</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(z).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Intellectual Property Rights</U>&#148; shall have the meaning ascribed to such term in
Section&nbsp;3.1(o).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Liens</U>&#148; means a lien, charge, security interest, encumbrance, right of first
refusal, preemptive right or other restriction, other than restrictions imposed by
securities laws.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Material Adverse Effect</U>&#148; shall have the meaning assigned to such term in
Section&nbsp;3.1(b).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Material Permits</U>&#148; shall have the meaning ascribed to such term in Section
3.1(m).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Per Share Purchase Price</U>&#148; equals <B>$5.83</B>, subject to adjustment for reverse and
forward stock splits, stock dividends, stock combinations and other similar transactions of
the Common Stock that occur after the date of this Agreement.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Person</U>&#148; means an individual or corporation, partnership, trust, incorporated
or unincorporated association, joint venture, limited liability company, joint stock
company, government (or an agency or subdivision thereof) or other entity of any kind.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Pharmaceutical Product</U>&#148; shall have the meaning ascribed to such term in
Section&nbsp;3.1(gg).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Proceeding</U>&#148; means an action, claim, suit, investigation or proceeding
(including, without limitation, an informal investigation or partial proceeding, such as a
deposition), whether commenced or threatened.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">&#147;<U>Prospectus</U>&#148; means the base prospectus filed with the Registration Statement.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Prospectus Supplement</U>&#148; means the supplement to the Prospectus complying with
Rule 424(b) of the Securities Act that is filed with the Commission and delivered by the
Company to each Purchaser prior to or at the Closing.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">&#147;<U>Purchaser Party</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;4.6.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Registration Statement</U>&#148; means the effective registration statement with
Commission file No.&nbsp;333-150260 which registers the sale of the Shares, the Warrants and the
Warrant Shares to the Purchasers.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Required Approvals</U>&#148; shall have the meaning ascribed to such term in Section
3.1(e).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Rule&nbsp;144</U>&#148; means Rule&nbsp;144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same effect as such
Rule.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Rule&nbsp;424</U>&#148; means Rule&nbsp;424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended or interpreted from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">&#147;<U>SEC Reports</U>&#148; shall have the meaning ascribed to such term in Section&nbsp;3.1(h).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">&#147;<U>Securities</U>&#148; means the Shares, the Warrants and the Warrant Shares.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Securities Act</U>&#148; means the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Shares</U>&#148; means the shares of Common Stock issued or issuable to each Purchaser
pursuant to this Agreement.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Short Sales</U>&#148; means all &#147;short sales&#148; as defined in Rule&nbsp;200 of Regulation&nbsp;SHO
under the Exchange Act (but shall not be deemed to include the location and/or reservation
of borrowable shares of Common Stock).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Subscription Amount</U>&#148; means, as to each Purchaser, the aggregate amount to be
paid for Shares and Warrants purchased hereunder as specified below such Purchaser&#146;s name on
the signature page of this Agreement and next to the heading &#147;Subscription Amount,&#148; in
United States dollars and in immediately available funds.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Subsidiary</U>&#148; means any subsidiary of the Company as set forth on <U>Schedule
3.1(a)</U>, and shall, where applicable, also include any direct or indirect subsidiary of
the Company formed or acquired after the date hereof.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Trading Day</U>&#148; means a day on which the principal Trading Market is open for
trading.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Trading Market</U>&#148; means any of the following markets or exchanges on which the
Common Stock is listed or quoted for trading on the date in question: the NYSE Amex Equities
Market, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market, or the New York Stock Exchange (or any successors to any of the foregoing).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Transaction Documents</U>&#148; means this Agreement, the Warrants and any other
documents or agreements executed in connection with the transactions contemplated hereunder.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Transfer Agent</U>&#148; means Computershare Trust Company, N.A., the current transfer
agent of the Company, with a mailing address of 250 Royall Street, Canton, MA 02021, and
any successor transfer agent of the Company.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Warrants</U>&#148; means, collectively, the Common Stock purchase warrants delivered to
the Purchasers at the Closing in accordance with Section&nbsp;2.2(a) hereof, which shall be
exercisable commencing 181&nbsp;days following the Closing Date and have a term of exercise
equal to 90&nbsp;days in the form of <U>Exhibit&nbsp;A</U> attached hereto.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>Warrant Shares</U>&#148; means the shares of Common Stock issuable upon exercise of the
Warrants.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;<U>WS</U>&#148; means Weinstein Smith LLP with offices located at 420 Lexington Avenue,
Suite&nbsp;2620, New York, New York 10170-0002.
</DIV>

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<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>ARTICLE II.</B><BR>
PURCHASE AND SALE
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">2.1 <U>Closing</U>. On the Closing Date, upon the terms and subject to the conditions set
forth herein, substantially concurrent with the execution and delivery of this Agreement by the
parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to
purchase, up to an aggregate of $10,000,000 Shares and a number of Warrants determined in
accordance with Section&nbsp;2.2(a). Each Purchaser shall deliver to the Company, via wire transfer of
immediately available funds equal to such Purchaser&#146;s Subscription Amount as set forth on the
signature page hereto executed by such Purchaser and the Company shall deliver to each Purchaser
its respective Shares and a Warrant as determined pursuant to Section&nbsp;2.2(a), and the Company and
each Purchaser shall deliver the other items set forth in Section&nbsp;2.2 deliverable at the Closing.
Upon satisfaction of the covenants and conditions set forth in Sections&nbsp;2.2 and 2.3, the Closing
shall occur at the offices of WS or such other location as the parties shall mutually agree.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">2.2 <U>Deliveries</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(a)&nbsp;On or prior to the Closing Date, the Company shall deliver or cause to be delivered
to each Purchaser the following:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 12%">(i)&nbsp;this Agreement duly executed by the Company;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(ii)&nbsp;a legal opinion of Company Counsel, in substantially the form of
<U>Exhibit&nbsp;B</U> hereto;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(iii)&nbsp;a copy of the irrevocable instructions to the Company&#146;s transfer agent
instructing the transfer agent to deliver via the Depository Trust Company Deposit
Withdrawal Agent Commission System (&#147;<U>DWAC</U>&#148;) Shares equal to such Purchaser&#146;s
Subscription Amount divided by the Per Share Purchase Price, registered in the name
of such Purchaser;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(iv)&nbsp;a Warrant registered in the name of such Purchaser to purchase up to a
number of shares of Common Stock equal to 50% of the Shares issuable to the
Purchaser on the Closing Date, with an exercise price equal to <B>$5.83</B>, subject to
adjustment therein (such Warrant certificate may be delivered within three Trading
Days of the Closing Date); and
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(v)&nbsp;the Prospectus and Prospectus Supplement (which may be delivered in
accordance with Rule&nbsp;172 under the Securities Act).
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(b)&nbsp;On or prior to the Closing Date, each Purchaser shall deliver or cause to be
delivered to the Company the following:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 12%">(i)&nbsp;this Agreement duly executed by such Purchaser; and
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(ii)&nbsp;such Purchaser&#146;s Subscription Amount by wire transfer to the account as
specified in writing by the Company.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">2.3 <U>Closing Conditions</U>.<U> </U>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(a)&nbsp;The obligations of the Company hereunder in connection with the Closing are subject
to the following conditions being met:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(i)&nbsp;the accuracy in all material respects when made and on the Closing Date of
the representations and warranties of the Purchasers contained herein (unless as of
a specific date therein);
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(ii)&nbsp;all obligations, covenants and agreements of each Purchaser required to be
performed at or prior to the Closing Date shall have been performed in all material
respects; and
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(iii)&nbsp;the delivery by each Purchaser of the items set forth in Section&nbsp;2.2(b)
of this Agreement.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(b)&nbsp;The respective obligations of the Purchasers hereunder in connection with the
Closing are subject to the following conditions being met:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(i)&nbsp;the accuracy in all material respects when made and on the Closing Date of
the representations and warranties of the Company contained herein (unless as of a
specific date therein);
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(ii)&nbsp;all obligations, covenants and agreements of the Company required to be
performed at or prior to the Closing Date shall have been performed in all material
respects;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(iii)&nbsp;the delivery by the Company of the items set forth in Section&nbsp;2.2(a) of
this Agreement;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(iv)&nbsp;there shall have been no Material Adverse Effect with respect to the
Company since the date hereof; and
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%; text-indent: 4%">(v)&nbsp;from the date hereof to the Closing Date, trading in the Common Stock shall
not have been suspended by the Commission or the Company&#146;s principal Trading Market
(except for any suspension of trading of limited duration agreed to by the Company,
which suspension shall be terminated prior to the
Closing), and, at any time prior to the Closing Date, trading in securities
generally as reported by Bloomberg L.P. shall not have been suspended or limited, or
minimum prices shall not have been established on securities whose trades are
reported by such service, or on any Trading Market, nor shall a banking moratorium
have been declared either by the United States or New York State authorities nor
shall there have occurred any material outbreak or escalation of hostilities or
other national or international calamity of such magnitude in its effect on, or any
material adverse change in, any financial market which, in each case, in the
reasonable judgment of each Purchaser, makes it impracticable or inadvisable to
purchase the Securities at the Closing.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>ARTICLE III.</B><BR>
REPRESENTATIONS AND WARRANTIES
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">3.1 <U>Representations and Warranties of the Company</U>. Except as set forth in the
Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify
any representation or otherwise made herein to the extent of the disclosure contained in the
corresponding section of the Disclosure Schedules, the Company hereby makes the following
representations and warranties to each Purchaser:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(a) <U>Subsidiaries</U>. All of the direct and indirect subsidiaries of the Company
are set forth in the SEC Reports. Except as set forth in the SEC Reports, the Company owns,
directly or indirectly, all of the capital stock or other equity interests of each
Subsidiary free and clear of any Liens, and, except as set forth in the SEC Reports, all of
the issued and outstanding shares of capital stock of each Subsidiary are validly issued and
are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or
purchase securities.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(b) <U>Organization and Qualification</U>. The Company and each of the Subsidiaries
is an entity duly incorporated or otherwise organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization, with the requisite
power and authority to own and use its properties and assets and to carry on its business as
currently conducted. Neither the Company nor any Subsidiary is in violation or default of
any of the provisions of its respective certificate or articles of incorporation, bylaws or
other organizational or charter documents. Each of the Company and the Subsidiaries is duly
qualified to conduct business and is in good standing as a foreign corporation or other
entity in each jurisdiction in which the nature of the business conducted or property owned
by it makes such qualification necessary, except where the failure to be so qualified or in
good standing, as the case may be, would reasonably be expected to result in: (i)&nbsp;a material
adverse effect on the legality, validity or enforceability of any Transaction Document, (ii)
a material adverse effect on the results of operations, assets, business or condition
(financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii)&nbsp;a
material adverse effect on the Company&#146;s ability to perform in any material respect its
obligations under any Transaction Document (any of (i), (ii)&nbsp;or (iii), a &#147;<U>Material
Adverse Effect</U>&#148;) and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and
authority or qualification.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(c) <U>Authorization; Enforcement</U>. The Company has the requisite corporate power
and authority to enter into and to consummate the transactions contemplated by each of the
Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of each of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been duly
authorized by all necessary action on the part of the Company and no further action is
required by the Company, the Board of Directors or the Company&#146;s stockholders in connection
therewith other than in connection with the Required Approvals. Each Transaction Document
to which it is a party has been (or upon delivery will have been) duly executed by the
Company and, when delivered in accordance with the terms hereof and thereof, will constitute
the valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except (i)&nbsp;as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors&#146; rights generally, (ii)&nbsp;as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii)&nbsp;insofar as indemnification and contribution provisions may be limited by
applicable law.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(d) <U>No Conflicts</U>. The execution, delivery and performance by the Company of
the Transaction Documents, the issuance and sale of the Securities and the consummation by
it of the transactions contemplated hereby and thereby to which it is a party do not and
will not (i)&nbsp;conflict with or violate any provision of the Company&#146;s or any Subsidiary&#146;s
certificate or articles of incorporation, bylaws or other organizational or charter
documents, or (ii)&nbsp;conflict with, or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, result in the creation of any Lien upon
any of the properties or assets of the Company or any Subsidiary, or give to others any
rights of termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the
Company or any Subsidiary is a party or by which any property or asset of the Company or any
Subsidiary is bound or affected, or (iii)&nbsp;subject to the Required Approvals, conflict with
or result in a violation of any law, rule, regulation, order, judgment, injunction, decree
or other restriction of any court or governmental authority to which the Company or a
Subsidiary is subject (including federal and state securities laws and regulations), or by
which any property or asset of the Company or a Subsidiary is bound or affected; except in
the case of each of clauses (ii)&nbsp;and (iii), such as would not have or reasonably be expected
to result in a Material Adverse Effect.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(e) <U>Filings, Consents and Approvals</U>. The Company is not required to obtain any
consent, waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other governmental authority
or other Person in connection with the execution, delivery and performance by the Company of
the Transaction Documents, other than: (i)&nbsp;the consent of the purchasers of the Company&#146;s
securities under that certain Securities Purchase Agreement, dated May&nbsp;27, 2009 (the &#147;Prior
Purchase Agreement&#148;), (ii)&nbsp;the filings required pursuant to Section&nbsp;4.2 of this Agreement,
(iii)&nbsp;the filing with the Commission of the Prospectus Supplement,
(iv)&nbsp;application(s) to each applicable Trading Market for the listing of the Securities
for trading thereon in the time and manner required thereby (v)&nbsp;such filings as are required
to be made under applicable state securities laws (collectively, the &#147;<U>Required
Approvals</U>&#148;).
</DIV>

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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(f) <U>Issuance of the Securities; Registration</U>. The Shares and Warrants are duly
authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of
all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the
terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear
of all Liens imposed by the Company. The Company has reserved from its duly authorized
capital stock the maximum number of shares of Common Stock issuable pursuant to this
Agreement and the Warrants. The Company has prepared and filed the Registration Statement
in material conformity with the requirements of the Securities Act, including the
Prospectus, and such amendments and supplements thereto as may have been required prior to
the date of this Agreement. The Registration Statement was declared effective under the
Securities Act on May&nbsp;5, 2008 (the &#147;<U>Effective Date</U>&#148;) and no stop order preventing or
suspending the effectiveness of the Registration Statement or suspending or preventing the
use of the Prospectus has been issued by the Commission and no proceedings for that purpose
have been instituted or, to the actual knowledge of the Company, are threatened by the
Commission. The Company, if required by the rules and regulations of the Commission,
proposes to file the Prospectus Supplement, with the Commission pursuant to Rule&nbsp;424(b). At
the time the Registration Statement and any amendments thereto became effective, at the date
of this Agreement and at the Closing Date, the Registration Statement and any amendments
thereto conformed and will conform in all material respects to the requirements of the
Securities Act and did not and will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Prospectus and any amendments or supplements
thereto, at time the Prospectus or any amendment or supplement thereto was issued and at the
Closing Date, conformed and will conform in all material respects to the requirements of the
Securities Act and did not and will not contain an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(g) <U>Capitalization</U>. The capitalization of the Company is substantially as set
forth in the Prospectus Supplement, as updated by the SEC Reports. As of the date of the
Agreement, the Company has not issued any capital stock since it filed its most recently
filed periodic report under the Exchange Act, other than pursuant to the exercise of
employee stock options under the Company&#146;s stock option plans, the issuance of shares of
Common Stock to employees pursuant to the Company&#146;s employee stock purchase plans, pursuant
to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of
the most recently filed periodic report under the Exchange Act and securities issued
pursuant to the Prior Purchase Agreement. No Person has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in the
transactions contemplated by the Transaction Documents. Except as disclosed in the SEC
Reports, as a result of the purchase and sale of the Securities or pursuant to equity
compensation plans or agreements filed as exhibits to</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">the
SEC Reports, there are no outstanding options, warrants, script rights to subscribe to,
calls or commitments of any character whatsoever relating to, or securities, rights or
obligations convertible into or exercisable or exchangeable for, or giving any Person any
right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments,
understandings or arrangements by which the Company or any Subsidiary is bound to issue
additional shares of Common Stock or Common Stock Equivalents, in each case issued by the
Company. The issuance and sale of the Securities will not obligate the Company to issue
 shares of Common Stock or other securities to any Person (other than the Purchasers) and
will not result in a right of any holder of Company securities to adjust the exercise,
conversion, exchange or reset price under any of such securities. All of the outstanding
 shares of capital stock of the Company are validly issued, fully paid and nonassessable,
have been issued in compliance with all federal and state securities laws, and none of such
outstanding shares was issued in violation of any preemptive rights or similar rights to
subscribe for or purchase securities. No further approval or authorization of any
stockholder, the Board of Directors or others is required for the issuance and sale of the
Securities. Except as filed as an exhibit to the SEC Reports, there are no stockholders
agreements, voting agreements or other similar agreements with respect to the Company&#146;s
capital stock to which the Company is a party or, to the actual knowledge of the Company,
between or among any of the Company&#146;s stockholders.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(h) <U>SEC Reports; Financial Statements</U>. The Company has complied in all
material respects with requirements to file all reports, schedules, forms, statements and
other documents filed by the Company under the Securities Act and the Exchange Act,
including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date
hereof (or such shorter period as the Company was required by law or regulation to file such
material) (the foregoing materials, including the exhibits thereto and documents
incorporated by reference therein, together with the Prospectus and the Prospectus
Supplement, being collectively referred to herein as the &#147;<U>SEC Reports</U>&#148;) on a timely
basis or has received a valid extension of such time of filing and has filed any such SEC
Reports prior to the expiration of any such extension. As of their respective dates, the
SEC Reports complied in all material respects with the requirements of the Securities Act
and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any
untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The Company has never been an
issuer subject to the disqualification provisions set forth in Rule 144(i) under the
Securities Act. The financial statements of the Company included in the SEC Reports comply
in all material respects with applicable accounting requirements and the rules and
regulations of the Commission with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in accordance with United States generally accepted
accounting principles applied on a consistent basis during the periods involved
(&#147;<U>GAAP</U>&#148;), except as may be otherwise specified in such financial statements or the
notes thereto and except that unaudited financial statements may not contain all footnotes
required by GAAP, and fairly present in all material respects the financial position of the
Company and its consolidated Subsidiaries as of and for the dates thereof and the results
of operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(i) <U>Material Changes; Undisclosed Events, Liabilities or Developments</U>. Since
the date of the latest audited financial statements included within the SEC Reports, except
as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i)
there has been no event, occurrence or development that has had or that would reasonably be
expected to result in a Material Adverse Effect, (ii)&nbsp;the Company has not incurred any
material liabilities (contingent or otherwise) other than (A)&nbsp;trade payables and accrued
expenses incurred in the ordinary course of business consistent with past practice and (B)
liabilities not required to be reflected in the Company&#146;s financial statements pursuant to
GAAP or required to be disclosed in filings made with the Commission, (iii)&nbsp;the Company has
not materially altered its method of accounting, (iv)&nbsp;the Company has not declared or made
any dividend or distribution of cash or other property to its stockholders or purchased,
redeemed or made any agreements to purchase or redeem any shares of its capital stock and
(v)&nbsp;the Company has not issued any equity securities to any officer, director or Affiliate,
except pursuant to existing Company stock option or compensation plans. Except for the
issuance of the Securities contemplated by this Agreement or as set forth in the SEC
Reports, no event, liability or development has occurred or exists with respect to the
Company or its Subsidiaries or their respective business, properties, operations or
financial condition, that would be required to be disclosed by the Company under applicable
securities laws at the time this representation is made or deemed made that has not been
publicly disclosed prior to the date that this representation is made.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(j) <U>Litigation</U>. Except as disclosed in the SEC Reports, there is no action,
suit, inquiry, notice of violation, proceeding or investigation pending or, to the actual
knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any
of their respective properties before or by any court, arbitrator, governmental or
administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an &#147;<U>Action</U>&#148;) which (i)&nbsp;adversely affects or challenges the legality,
validity or enforceability of any of the Transaction Documents or the Securities or (ii)
could, if there were an unfavorable decision, have or reasonably be expected to result in a
Material Adverse Effect. Neither the Company nor any Subsidiary, nor, to the Company&#146;s
actual knowledge, any director or officer thereof, is or has been the subject of any Action
involving a claim of violation of or liability under federal or state securities laws or a
claim of breach of fiduciary duty. There has not been, and to the actual knowledge of the
Company, there is not pending or contemplated, any investigation by the Commission involving
the Company or, to the Company&#146;s actual knowledge, any director or officer of the Company.
The Commission has not issued any stop order or other order suspending the effectiveness of
any registration statement filed by the Company or any Subsidiary under the Exchange Act or
the Securities Act.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(k) <U>Labor Relations</U>. No material labor dispute exists or, to the actual
knowledge of the Company, is imminent with respect to any of the employees of the Company,
which would reasonably be expected to result in a Material Adverse Effect. None of the
Company&#146;s or its Subsidiaries&#146; employees is a member of a union that relates
to such employee&#146;s relationship with the Company or such Subsidiary, and neither the
Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the
Company and its Subsidiaries believe that their relationships with their employees are good.
No executive officer, to the actual knowledge of the Company, is, or is now expected to be,
in violation of any material term of any employment contract, confidentiality, disclosure or
proprietary information agreement or non-competition agreement, or any other contract or
agreement or any restrictive covenant in favor of any third party, and, to the Company&#146;s
actual knowledge, the continued employment of each such executive officer does not subject
the Company or any of its Subsidiaries to any liability with respect to any of the foregoing
matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state,
local and foreign laws and regulations relating to employment and employment practices,
terms and conditions of employment and wages and hours, except where the failure to be in
compliance could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(l) <U>Compliance.</U> Neither the Company nor any Subsidiary: (i)&nbsp;is in default
under or in violation of (and no event has occurred that has not been waived that, with
notice or lapse of time or both, would result in a default by the Company or any Subsidiary
under), nor has the Company or any Subsidiary received notice of a claim that it is in
default under or that it is in violation of, any indenture, loan or credit agreement or any
other agreement or instrument to which it is a party or by which it or any of its properties
is bound (whether or not such default or violation has been waived), (ii)&nbsp;is in violation of
any judgment, decree or order of any court, arbitrator or governmental body or (iii)&nbsp;is or
has been in violation of any statute, rule, ordinance or regulation of any governmental
authority, including without limitation all foreign, federal, state and local laws
applicable to its business and all such laws that affect the environment, except in each
case as would not reasonably be expected to result in a Material Adverse Effect.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(m) <U>Regulatory Permits</U>. The Company and the Subsidiaries possess all
certificates, authorizations and permits issued by the appropriate federal, state, local or
foreign regulatory authorities necessary to conduct their respective businesses as described
in the SEC Reports, except where the failure to possess such permits could not reasonably be
expected to result in a Material Adverse Effect (&#147;<U>Material Permits</U>&#148;), and neither
the Company nor any Subsidiary has received any notice of proceedings relating to the
revocation or modification of any Material Permit, except where such potential revocation or
modification would not reasonably be expected to result in a Material Adverse Effect.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(n) <U>Title to Assets</U>. The Company does not own any real property. The Company
and the Subsidiaries have good and marketable title in fee simple in all personal property
owned by them that is material to the business of the Company and the Subsidiaries, in each
case free and clear of all Liens, except for Liens created under license or collaboration
agreements relating to the Company&#146;s products or Intellectual Property Rights and Liens as
do not materially affect the value of such property and do not materially interfere with the
use made and proposed to be made of such property by the Company and the Subsidiaries and
Liens for the payment of federal, state or other taxes, the payment of which is neither
delinquent nor subject to penalties. Any real
property and facilities held under lease by the Company and the Subsidiaries are held
by them under valid, subsisting and enforceable leases with which the Company and the
Subsidiaries are in compliance with the provisions thereof, except where such non-compliance
would not reasonably be expected to have a Material Adverse Effect.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(o) <U>Patents and Trademarks</U>. The Company and the Subsidiaries have, or have
rights to use, all patents, patent applications, trademarks, trademark applications, service
marks, trade names, trade secrets, inventions, copyrights, licenses and other similar
intellectual property rights as described in the SEC Reports as necessary or material for
use in connection with their respective businesses and which the failure to so have would
not reasonably be expected to have a Material Adverse Effect (collectively, the
&#147;Intellectual Property Rights&#148;). To the actual knowledge of the Company, all such
Intellectual Property Rights are enforceable and there is no existing infringement by
another Person of any of the Intellectual Property Rights of the Company which would
reasonably be expected to have a Material Adverse Effect. To the actual knowledge of the
Company, none of the Intellectual Property Rights used by the Company or any Subsidiary
violates or infringes upon the rights of any Person which would reasonably be expected to
have a Material Adverse Effect. The Company and its Subsidiaries have taken reasonable
security measures to protect the secrecy, confidentiality and value of all of their
intellectual properties, except where failure to do so would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(p) <U>Insurance</U>. The Company and the Subsidiaries are insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are
prudent and customary for companies of similar size as the Company in the businesses in
which the Company and the Subsidiaries are engaged, including, but not limited to, directors
and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to
believe that it will not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not have a Material Adverse Effect.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(q) <U>Transactions With Affiliates and Employees</U>. Except as set forth in the SEC
Reports, none of the officers or directors of the Company is presently a party to any
transaction with the Company or any Subsidiary (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement providing
for the furnishing of services to or by, providing for rental of real or personal property
to or from, or otherwise requiring payments to or from any officer, director or such
employee or, to the actual knowledge of the Company, any entity in which any officer,
director, or any such employee has a substantial interest or is an officer, director,
trustee or partner, in each case in excess of $120,000 other than for (i)&nbsp;payment of salary
or consulting fees for services rendered, (ii)&nbsp;reimbursement for expenses incurred on behalf
of the Company and (iii)&nbsp;other employee benefits, including stock option agreements under
any stock option plan of the Company.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(r) <U>Sarbanes-Oxley; Internal Accounting Controls</U>. The Company is in material
compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are
applicable to it as of the Closing Date. The Company maintains a system of internal
accounting controls sufficient to provide reasonable assurance that: (i)&nbsp;transactions are
executed in accordance with management&#146;s general or specific authorizations, (ii)
transactions are recorded as necessary to permit preparation of financial statements in
conformity with GAAP and to maintain asset accountability, (iii)&nbsp;access to assets is
permitted only in accordance with management&#146;s general or specific authorization, and (iv)
the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The Company has
established disclosure controls and procedures (as defined in Exchange Act Rules&nbsp;13a-15(e)
and 15d-15(e)) for the Company and designed such disclosure controls and procedures to
ensure that information required to be disclosed by the Company in the reports it files or
submits under the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the Commission&#146;s rules and forms. The Company&#146;s certifying
officers have evaluated the effectiveness of the Company&#146;s disclosure controls and
procedures as of the end of the period covered by the Company&#146;s most recently filed periodic
report under the Exchange Act (such date, the &#147;<U>Evaluation Date</U>&#148;). The Company
presented in its most recently filed periodic report under the Exchange Act the conclusions
of the certifying officers about the effectiveness of the disclosure controls and procedures
based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have
been no changes in the Company&#146;s internal control over financial reporting (as such term is
defined in the Exchange Act) that has materially affected, or is reasonably likely to
materially affect, the Company&#146;s internal control over financial reporting.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(s) <U>Certain Fees</U>. Except as set forth in the Prospectus Supplement, no
brokerage or finder&#146;s fees or commissions are or will be payable by the Company to any
broker, financial advisor or consultant, finder, placement agent, investment banker, bank or
other Person with respect to the transactions contemplated by the Transaction Documents.
The Purchasers shall have no obligation with respect to any fees or with respect to any
claims made by or on behalf of other Persons for fees of a type contemplated in this Section
that may be due from the Company in connection with the transactions contemplated by the
Transaction Documents.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(t) <U>Investment Company</U>. The Company is not, and is not an Affiliate of, and
immediately after receipt of payment for the Securities, will not be or be an Affiliate of,
an &#147;investment company&#148; within the meaning of the Investment Company Act of 1940, as
amended.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(u) <U>Registration Rights</U>. No Person has any right to cause the Company to
effect the registration under the Securities Act of any securities of the Company.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(v) <U>Listing and Maintenance Requirements</U>. The Common Stock is registered
pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed
to, or which to its actual knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act nor has the Company received any
notification that the Commission is contemplating terminating such registration. The
Company has not, in the 12&nbsp;months preceding the date hereof, received
notice from any Trading Market on which the Common Stock is or has been listed or
quoted to the effect that the Company is not in compliance with the material listing or
maintenance requirements of such Trading Market. The Company is, and currently believes
that it will in the foreseeable future continue to be, in compliance with all such listing
and maintenance requirements.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(w) <U>Application of Takeover Protections</U>. The Company and the Board of
Directors have taken all necessary action, if any, in order to render inapplicable any
control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or other similar anti-takeover provision under the Company&#146;s
certificate of incorporation (or similar charter documents) or the laws of its state of
incorporation that is or could become applicable to the Purchasers solely as a result of the
Company&#146;s issuance of the Securities and the Purchasers&#146; ownership of the Securities.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(x) <U>Disclosure</U>. Except with respect to the material terms and conditions of
the transactions contemplated by the Transaction Documents, the Company confirms that
neither it nor any other Person acting on its behalf has provided any of the Purchasers or
their agents or counsel with any information that it believes constitutes or might
constitute material, non-public information which is not otherwise disclosed in the
Prospectus Supplement. The Company understands and confirms that the Purchasers will rely
on the foregoing representation in effecting transactions in securities of the Company. All
of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the
Company, its business and the transactions contemplated hereby, including the Disclosure
Schedules to this Agreement, is true and correct and does not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were made, not
misleading. The press releases disseminated by the Company during the twelve months
preceding the date of this Agreement taken as a whole do not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were
made and when made, not misleading. The Company acknowledges and agrees that no Purchaser
makes or has made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in Section&nbsp;3.2 hereof.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">(y) &#091;Reserved&#093;
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(z) <U>Solvency</U>. Based on the consolidated financial condition of the Company as
of the Closing Date, after giving effect to the receipt by the Company of the proceeds from
the sale of the Securities hereunder, (i)&nbsp;the fair saleable value of the Company&#146;s assets
exceeds the amount that will be required to be paid on or in respect of the Company&#146;s
existing debts and other liabilities (including known contingent liabilities) as they
mature, (ii)&nbsp;the Company&#146;s assets do not constitute unreasonably small capital to carry on
its business as now conducted and as proposed to be conducted including its capital needs
taking into account the particular capital requirements of the business conducted by the
Company, and (iii)&nbsp;the current cash flow of the Company, together with the proceeds the
Company would receive, were it to liquidate all of its assets, after taking
into account all anticipated uses of the cash, would be sufficient to pay all amounts
on or in respect of its liabilities when such amounts are required to be paid. The Company
does not intend to incur debts beyond its ability to pay such debts as they mature (taking
into account the timing and amounts of cash to be payable on or in respect of its debt).
The Company currently has no actual knowledge of any facts or circumstances which lead it to
believe that it will file for reorganization or liquidation under the bankruptcy or
reorganization laws of any jurisdiction within one year from the Closing Date. The SEC
Reports set forth as of the dates thereof all material outstanding secured and unsecured
Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary
has commitments. For the purposes of this Agreement, &#147;<U>Indebtedness</U>&#148; means (x)&nbsp;any
liabilities for borrowed money or amounts owed in excess of $500,000 (other than trade
accounts payable incurred in the ordinary course of business), (y)&nbsp;all guaranties,
endorsements and other contingent obligations in respect of indebtedness of others, whether
or not the same are or should be reflected in the Company&#146;s balance sheet (or the notes
thereto), except guaranties by endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of business; and (z)&nbsp;the present
value of any lease payments in excess of $500,000 due under leases required to be
capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default
with respect to any Indebtedness, except where such default would not reasonably be expected
to have a Material Adverse Effect.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(aa) <U>Tax Status</U>. Except for matters that would not, individually or in the
aggregate, have or reasonably be expected to result in a Material Adverse Effect, the
Company and each Subsidiary has filed all necessary federal, state and foreign income and
franchise tax returns and has paid or accrued all taxes shown as due thereon, and the
Company has no actual knowledge of a tax deficiency which has been asserted or threatened
against the Company or any Subsidiary.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(bb) <U>Foreign Corrupt Practices</U>. Neither the Company, nor to the actual
knowledge of the Company, any agent or other person acting on behalf of the Company, has (i)
directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or
other unlawful expenses related to foreign or domestic political activity, (ii)&nbsp;made any
unlawful payment to foreign or domestic government officials or employees or to any foreign
or domestic political parties or campaigns from corporate funds, (iii)&nbsp;failed to disclose
fully any contribution made by the Company (or made by any person acting on its behalf of
which the Company is aware) which is in violation of law, or (iv)&nbsp;violated in any material
respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(cc) <U>Accountants</U>. The Company&#146;s accounting firm is Kelly and Company. To the
actual knowledge of the Company, such accounting firm is a registered public accounting firm
as required by the Exchange Act who the Company expects will express its opinion with
respect to the financial statements to be included in the Company&#146;s next Annual Report on
Form 10-K for the year ending December&nbsp;31, 2009.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(dd) <U>Acknowledgment Regarding Purchasers&#146; Purchase of Securities</U>. The Company
acknowledges and agrees that each of the Purchasers is acting solely in the
capacity of an arm&#146;s length purchaser with respect to the Transaction Documents and the
transactions contemplated thereby. The Company further acknowledges that no Purchaser is
acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with
respect to the Transaction Documents and the transactions contemplated thereby and any
advice given by any Purchaser or any of their respective representatives or agents in
connection with the Transaction Documents and the transactions contemplated thereby is
merely incidental to the Purchasers&#146; purchase of the Securities. The Company further
represents to each Purchaser that the Company&#146;s decision to enter into this Agreement and
the other Transaction Documents has been based solely on the independent evaluation of the
transactions contemplated hereby by the Company and its representatives.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(ee) <U>Acknowledgement Regarding Purchaser&#146;s Trading Activity</U>. Anything in this
Agreement or elsewhere herein to the contrary notwithstanding (except for Sections&nbsp;3.2(e)
and 4.12 hereof), it is understood and acknowledged by the Company that: (i)&nbsp;none of the
Purchasers have been asked by the Company to agree, nor has any Purchaser agreed, to desist
from purchasing or selling, long and/or short, securities of the Company, or &#147;derivative&#148;
securities based on securities issued by the Company or to hold the Securities for any
specified term; (ii)&nbsp;past or future open market or other transactions by any Purchaser,
specifically including, without limitation, Short Sales or &#147;derivative&#148; transactions, before
or after the closing of this or future private placement transactions, may negatively impact
the market price of the Company&#146;s publicly-traded securities; (iii)&nbsp;any Purchaser, and
counter-parties in &#147;derivative&#148; transactions to which any such Purchaser is a party,
directly or indirectly, presently may have a &#147;short&#148; position in the Common Stock, and (iv)
each Purchaser shall not be deemed to have any affiliation with or control over any arm&#146;s
length counter-party in any &#147;derivative&#148; transaction. The Company further understands and
acknowledges that (y)&nbsp;one or more Purchasers may engage in hedging activities at various
times during the period that the Securities are outstanding, including, without limitation,
during the periods that the value of the Warrant Shares deliverable with respect to
Securities are being determined, and (z)&nbsp;such hedging activities (if any) could reduce the
value of the existing stockholders&#146; equity interests in the Company at and after the time
that the hedging activities are being conducted. The Company acknowledges that such
aforementioned hedging activities do not constitute a breach of any of the Transaction
Documents.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(ff) <U>Regulation&nbsp;M Compliance</U>. The Company has not, and to its actual knowledge
no one acting on its behalf has, (i)&nbsp;taken, directly or indirectly, any action designed to
cause or to result in the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of any of the Securities, (ii)&nbsp;sold, bid for,
purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or
(iii)&nbsp;paid or agreed to pay to any Person any compensation for soliciting another to
purchase any other securities of the Company, other than, in the case of clauses (ii)&nbsp;and
(iii), compensation paid to the Company&#146;s placement agent in connection with the placement
of the Securities.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(gg) <U>FDA</U>. As to each product subject to the jurisdiction of the U.S. Food and
Drug Administration (&#147;<U>FDA</U>&#148;) under the Federal Food, Drug and Cosmetic Act, as
amended, and the regulations thereunder (&#147;<U>FDCA</U>&#148;) that is manufactured,
packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its
Subsidiaries (each such product, a &#147;<U>Pharmaceutical Product</U>&#148;), such Pharmaceutical
Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed
by the Company in compliance with all applicable requirements under FDCA and similar laws,
rules and regulations relating to registration, investigational use, premarket clearance,
licensure, or application approval, good manufacturing practices, good laboratory practices,
good clinical practices, product listing, quotas, labeling, advertising, record keeping and
filing of reports, except where the failure to be in compliance would not have a Material
Adverse Effect. There is no pending, completed or, to the Company&#146;s actual knowledge,
threatened, action (including any lawsuit, arbitration, or legal or administrative or
regulatory proceeding, charge, complaint, or investigation) against the Company or any of
its Subsidiaries, and none of the Company or any of its Subsidiaries has received any
notice, warning letter or other communication from the FDA or any other governmental entity,
which (i)&nbsp;contests the premarket clearance, licensure, registration, or approval of, the
uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale
of, or the labeling and promotion of any Pharmaceutical Product, (ii)&nbsp;withdraws its approval
of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of
advertising or sales promotional materials relating to, any Pharmaceutical Product, (iii)
imposes a clinical hold on any clinical investigation by the Company or any of its
Subsidiaries, (iv)&nbsp;enjoins production at any facility of the Company or any of its
Subsidiaries, (v)&nbsp;enters or proposes to enter into a consent decree of permanent injunction
with the Company or any of its Subsidiaries, or (vi)&nbsp;otherwise alleges any violation of any
laws, rules or regulations by the Company or any of its Subsidiaries, and which, either
individually or in the aggregate, would have a Material Adverse Effect. The properties,
business and operations of the Company have been and are being conducted in all material
respects in accordance with all applicable laws, rules and regulations of the FDA. The
Company has not been informed by the FDA that the FDA will prohibit the marketing, sale,
license or use in the United States of any product proposed to be developed, produced or
marketed by the Company nor has the FDA expressed any concern as to approving or clearing
for marketing any product being developed or proposed to be developed by the Company other
than normal investigational product correspondence between the Company and the FDA.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Each Purchaser acknowledges and agrees that the Company does not make and has not made any
representations or warranties with respect to the transactions contemplated hereby other than those
specifically set forth in this Section&nbsp;3.1.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">3.2 <U>Representations and Warranties of the Purchasers</U>. Each Purchaser, for itself and
for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing
Date to the Company as follows (unless as of a specific date therein):
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 8%">(a) <U>Organization; Authority</U>. Such Purchaser is either an individual or an entity
duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization with full right, corporate or partnership power and authority to enter into and to
consummate the transactions contemplated by this Agreement and otherwise to carry out its
obligations hereunder and thereunder. The execution and delivery of this Agreement
and performance by such Purchaser of the transactions contemplated by this Agreement have
been duly authorized by all necessary corporate, partnership, limited liability company or
similar action, as applicable, on the part of such Purchaser. Each Transaction Document to
which it is a party has been duly executed by such Purchaser, and when delivered by such
Purchaser in accordance with the terms hereof, will constitute the valid and legally binding
obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i)
as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of
creditors&#146; rights generally, (ii)&nbsp;as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii)&nbsp;insofar as indemnification
and contribution provisions may be limited by applicable law.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 8%">(b) <U>No Conflicts</U>. The execution, delivery and performance by the Purchaser of the
Agreement and the consummation by it of the transactions contemplated hereby do not and will
not (i)&nbsp;conflict with or violate any provision of the Purchaser&#146;s certificate or articles of
incorporation, bylaws or other organizational or charter documents, or (ii)&nbsp;conflict with or
result in a violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which the Purchaser is subject
(including federal and state securities laws and regulations), or by which any property or
asset of the Purchaser is bound or affected.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 8%">(c) <U>Own Account</U>. Such Purchaser is acquiring the Securities as principal for its
own account and not with a view to or for distributing or reselling such Securities or any part
thereof in violation of the Securities Act or any applicable state securities law, has no
present intention of distributing any of such Securities in violation of the Securities Act or
any applicable state securities law and has no direct or indirect arrangement or understandings
with any other persons to distribute or regarding the distribution of such Securities in
violation of the Securities Act or any applicable state securities law (this representation and
warranty not limiting such Purchaser&#146;s right to sell the Securities pursuant to the
Registration Statement or otherwise in compliance with applicable federal and state securities
laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its
business.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 8%">(d) <U>Purchaser Status</U>. At the time such Purchaser was offered the Securities, it
was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it
will be either: (i)&nbsp;an &#147;accredited investor&#148; as defined in Rule&nbsp;501(a)(1), (a)(2), (a)(3),
(a)(7) or (a)(8) under the Securities Act or (ii)&nbsp;a &#147;qualified institutional buyer&#148; as defined
in Rule&nbsp;144A(a) under the Securities Act. Such Purchaser is not required to be registered as a
broker-dealer under Section&nbsp;15 of the Exchange Act.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 8%">(e) <U>Experience of Such Purchaser</U>. Such Purchaser, either alone or together with
its representatives, has such knowledge, sophistication and experience in business and
financial matters so as to be capable of evaluating the merits and risks of the prospective
investment in the Securities, and has so evaluated the merits and risks of such investment.
Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the
present time, is able to afford a complete loss of such investment.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 8%">(f) <U>Information</U>. Such Purchaser and its advisors, if any, have been furnished
with all materials relating to the business, finances and operations of the Company, and
materials relating to the offer and sale of the Securities, that have been requested by the
Purchaser or its advisors, if any. The Purchaser acknowledges and understands that its
investment in the Securities involves a significant degree of risk.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 8%">(g) <U>Certain Transactions and Confidentiality</U>. Other than consummating the
transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on
behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed
any purchases or sales, including Short Sales, of the securities of the Company during the
period commencing as of the time that such Purchaser first became aware of the proposed
transactions contemplated hereunder and ending immediately prior to the execution hereof.
Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment
vehicle whereby separate portfolio managers manage separate portions of such Purchaser&#146;s assets
and the portfolio managers have no direct knowledge of the investment decisions made by the
portfolio managers managing other portions of such Purchaser&#146;s assets, the representation set
forth above shall only apply with respect to the portion of assets managed by the portfolio
manager that made the investment decision to purchase the Securities covered by this Agreement.
Other than to other Persons party to this Agreement, such Purchaser has maintained the
confidentiality of all disclosures made to it in connection with this transaction (including
the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of
doubt, nothing contained herein shall constitute a representation or warranty, or preclude any
actions, with respect to the identification of the availability of, or securing of, available
 shares to borrow in order to effect Short Sales or similar transactions in the future.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Company acknowledges and agrees that each Purchaser does not make or has not made any
representations or warranties with respect to the transactions contemplated hereby other than those
specifically set forth in this Section&nbsp;3.2.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>ARTICLE IV.</B><BR>
OTHER AGREEMENTS OF THE PARTIES
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">4.1 <U>Warrant Shares</U>. If all or any portion of a Warrant is exercised at a time when
there is an effective registration statement to cover the issuance of the Warrant Shares or if the
Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise
shall be issued free of all legends. If at any time following the date hereof the Registration
Statement (or any subsequent registration statement registering the sale or resale of the Warrant
Shares) is not effective or is not otherwise available for the sale or resale of the Warrant
Shares, the Company shall immediately notify the holders of the Warrants in writing that such
registration statement is not then effective and thereafter shall promptly notify such holders when
the registration statement is effective again and available for the sale or resale of the Warrant
Shares (it being understood and agreed that the foregoing shall not limit the ability of the
Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable
federal and state securities laws). The Company shall use reasonable best efforts to keep a
registration statement (including the Registration Statement) registering the issuance or resale of
the Warrant Shares effective during the term of the Warrants. Additionally, until the
earliest of the time that (i)&nbsp;no Purchaser owns Securities or (ii)&nbsp;the Warrants have expired,
the Company covenants to timely file (or obtain extensions in respect thereof and file within the
applicable grace period) all reports required to be filed by the Company after the date hereof
pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements
of the Exchange Act.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">4.2 <U>Securities Laws Disclosure; Publicity</U>. The Company shall, by 9:15 a.m. (New York
City time) on the Trading Day immediately following the date hereof, issue a press release
disclosing the material terms of the transactions contemplated hereby. The Company shall, within
four (4)&nbsp;Business Days following the date hereof, file a Current Report on Form 8-K disclosing the
material terms of the transactions contemplated hereby and including the Transaction Documents as
exhibits thereto. From and after the issuance of such press release, the Company shall have
publicly disclosed all material, non-public information delivered to any of the Purchasers by the
Company or any of its subsidiaries, or any of their respective officers, directors, employees or
agents in connection with the transactions contemplated by the Transaction Documents. The Company
and each Purchaser shall consult with each other in issuing any other press releases with respect
to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any
such press release nor otherwise make any such public statement without the prior consent of the
Company, with respect to any press release of any Purchaser, or without the prior consent of each
Purchaser, with respect to any press release of the Company, which consent shall not unreasonably
be withheld or delayed, except if such disclosure is required by law, in which case the disclosing
party shall promptly provide the other party with prior notice of such public statement or
communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of
any Purchaser, or include the name of any Purchaser in any filing with the Commission or any
regulatory agency or Trading Market, without the prior written consent of such Purchaser, except
(a)&nbsp;as required by federal securities law in connection with the filing of final Transaction
Documents (including signature pages thereto) with the Commission and (b)&nbsp;to the extent such
disclosure is required by law, by Trading Market regulations or pursuant to an investigation
conducted by the Financial Industry Regulatory Authority, in which case the Company shall provide
the Purchasers with prior notice of such disclosure permitted under this clause (b).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">4.3 <U>Shareholder Rights Plan</U>. No claim will be enforced by the Company or, with the
consent of the Company, any other Person, that any Purchaser is an &#147;Acquiring Person&#148; under any
control share acquisition, business combination, poison pill (including any distribution under a
rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by
the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or
arrangement, solely by virtue of receiving Securities under the Transaction Documents or under any
other agreement between the Company and the Purchasers.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">4.4 <U>Non-Public Information</U>. Except with respect to the material terms and conditions
of the transactions contemplated by the Transaction Documents, the Company covenants and agrees
that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents
or counsel with any information that the Company believes constitutes material non-public
information, unless prior thereto such Purchaser shall have executed a written agreement with the
Company regarding the confidentiality and use of such information. The Company
understands and confirms that each Purchaser shall be relying on the foregoing covenant in
effecting transactions in securities of the Company.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">4.5 <U>Use of Proceeds</U>. Except as set forth in the Prospectus Supplement, the Company
shall use the net proceeds from the sale of the Securities hereunder for working capital purposes.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">4.6 <U>Indemnification of Purchasers</U>. Subject to the provisions of this Section&nbsp;4.6 and
to the extent permitted by law, the Company will indemnify and hold each Purchaser and its
directors, officers, shareholders, members, partners, employees and agents (and any other Persons
with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such
title or any other title), each Person who controls such Purchaser (within the meaning of Section
15 of the Securities Act and Section&nbsp;20 of the Exchange Act), and the directors, officers,
shareholders, agents, members, partners or employees (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other
title) of such controlling persons (each, a &#147;<U>Purchaser Party</U>&#148;) harmless from any and all
losses, liabilities, obligations, contingencies, damages, costs and expenses, including all
judgments, amounts paid in settlements, court costs and reasonable attorneys&#146; fees and costs of
investigation that any such Purchaser Party may suffer or incur due to a claim by a third party as
a result of or relating to (a)&nbsp;any breach of any of the representations, warranties, covenants or
agreements made by the Company in this Agreement or in the other Transaction Documents or (b)&nbsp;any
action instituted against a Purchaser in any capacity, or any of them or their respective
Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser, with
respect to any of the transactions contemplated by the Transaction Documents (unless such action is
based upon a breach of such Purchaser&#146;s representations, warranties or covenants under the
Transaction Documents or any agreements or understandings such Purchaser may have with any such
stockholder or any violations by such Purchaser of state or federal securities laws or any conduct
by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance).
If any action shall be brought against any Purchaser Party in respect of which indemnity may be
sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in
writing, and the Company shall have the right to assume the defense thereof with counsel of its own
choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to
employ separate counsel in any such action and participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that
(i)&nbsp;the employment thereof has been specifically authorized by the Company in writing, (ii)&nbsp;the
Company has failed after a reasonable period of time to assume such defense and to employ counsel
or (iii)&nbsp;in such action there is, in the reasonable opinion of counsel, a material conflict on any
material issue between the position of the Company and the position of such Purchaser Party, in
which case the Company shall be responsible for the reasonable fees and expenses of no more than
one such separate counsel. The Company will not be liable to any Purchaser Party under this
Agreement (y)&nbsp;for any settlement by a Purchaser Party effected without the Company&#146;s prior written
consent, which shall not be unreasonably withheld or delayed; or (z)&nbsp;to the extent, but only to the
extent that a loss, claim, damage or liability is attributable to any Purchaser Party&#146;s breach of
any of the representations, warranties, covenants or agreements made by such Purchaser Party in
this Agreement or in the other Transaction Documents. The Company will have the exclusive right to
settle any claim or proceeding, provided that the Company will not settle any such claim, action or
proceeding without the prior written consent of the Purchaser Party, which will not be unreasonably
withheld or delayed;
provided, however, that such consent shall not be required if the settlement includes a full
and unconditional release satisfactory to the Purchaser Party from all liability arising or that
may arise out of such claim or proceeding and does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any Purchaser Party.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">4.7 <U>Reservation of Common Stock</U>. As of the date hereof, the Company has reserved and
the Company shall continue to reserve and keep available at all times, free of preemptive rights, a
sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares
pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.<U> </U>
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">4.8 <U>Listing of Common Stock</U>. The Company hereby agrees to use reasonable best efforts
to maintain the listing or quotation of the Common Stock on the Trading Market on which it is
currently listed, and the Company shall promptly apply to list or quote all of the Shares and
Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and
Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have
the Common Stock traded on any other Trading Market, it will then include in such application all
of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of
the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as
possible. The Company will use its reasonable best efforts to continue the listing and trading of
its Common Stock on a Trading Market and will comply in all material respects with the Company&#146;s
reporting, filing and other obligations under the bylaws or rules of the Trading Market.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">4.9 <U>RESERVED</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">4.10 <U>Subsequent Equity Sales</U>. From the date hereof until 60&nbsp;days after the Closing
Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or
announce the issuance or proposed issuance of any shares of Common Stock or Common Stock
Equivalents. Notwithstanding the foregoing, this Section&nbsp;4.10 shall not apply in respect of an
Exempt Issuance.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">4.11 <U>Equal Treatment of Purchasers</U>. No consideration (including any modification of
any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or
modification of any provision of any of the Transaction Documents unless the same consideration is
also offered to all of the parties to the Transaction Documents. For clarification purposes, this
provision constitutes a separate right granted to each Purchaser by the Company and negotiated
separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class
and shall not in any way be construed as the Purchasers acting in concert or as a group with
respect to the purchase, disposition or voting of Securities or otherwise.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">4.12 <U>Certain Transactions and Confidentiality</U>. Each Purchaser, severally and not
jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf
or pursuant to any understanding with it will execute any purchases or sales, including Short Sales
of any of the Company&#146;s securities during the period commencing with the execution of this
Agreement and ending at such time that the transactions contemplated by this Agreement are first
publicly announced pursuant to the initial press release as described in Section&nbsp;4.2. Each
Purchaser, severally and not jointly with the other Purchasers, covenants that until such time
as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant
to the initial press release as described in Section&nbsp;4.2, such Purchaser will maintain the
confidentiality of the existence and terms of this transaction and the information included in the
Disclosure Schedules. Notwithstanding the foregoing and notwithstanding anything contained in this
Agreement to the contrary, the Company expressly acknowledges and agrees that (i)&nbsp;no Purchaser
makes any representation, warranty or covenant hereby that it will not engage in effecting
transactions in any securities of the Company after the time that the transactions contemplated by
this Agreement are first publicly announced pursuant to the initial press release as described in
Section&nbsp;4.2, (ii)&nbsp;no Purchaser shall be restricted or prohibited from effecting any transactions in
any securities of the Company in accordance with applicable securities laws from and after the time
that the transactions contemplated by this Agreement are first publicly announced pursuant to the
initial press release as described in Section&nbsp;4.2 and (iii)&nbsp;no Purchaser shall have any duty of
confidentiality to the Company or its Subsidiaries after the issuance of the initial press release
as described in Section&nbsp;4.2. Notwithstanding the foregoing, in the case of a Purchaser that is a
multi-managed investment vehicle whereby separate portfolio managers manage separate portions of
such Purchaser&#146;s assets and the portfolio managers have no direct knowledge of the investment
decisions made by the portfolio managers managing other portions of such Purchaser&#146;s assets, the
covenant set forth above shall only apply with respect to the portion of assets managed by the
portfolio manager that made the investment decision to purchase the Securities covered by this
Agreement.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">4.13 <U> Delivery of Warrants After Closing; Buy-In in Respect of the Share</U>. The Company
shall deliver, or cause to be delivered, the respective Warrant certificates purchased by each
Purchaser to such Purchaser within 3 Trading Days of the Closing Date. In addition to any other
rights available to a Purchaser, if the Company fails to cause the Transfer Agent to transmit to
such Purchaser its Shares within 3 Trading Days of the date required under this Agreement, and if
after such date the Purchaser is required by its broker to purchase (in an open market transaction
or otherwise) or the Purchaser&#146;s brokerage firm otherwise purchases, shares of Common Stock to
deliver in satisfaction of a sale by the Purchaser of the Shares which the Purchaser was entitled
to receive hereunder (a &#147;<U>Buy-In</U>&#148;), then the Company shall (A)&nbsp;pay in cash to the Purchaser
the amount, if any, by which (x)&nbsp;the Purchaser&#146;s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased exceeds (y)&nbsp;the amount obtained by
multiplying (1)&nbsp;the number of Shares that the Company was required to deliver to the Purchaser
times (2)&nbsp;the price at which the sell order giving rise to such purchase obligation was executed,
and (B)&nbsp;deliver to the Purchaser the number of shares of Common Stock that would have been issued
had the Company timely complied with its obligations hereunder. Nothing herein shall limit a
Purchaser&#146;s right to pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief with
respect to the Company&#146;s failure to timely deliver certificates representing shares of Common Stock
as required pursuant to the terms hereof.
</DIV>
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<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>ARTICLE V.</B><BR>
MISCELLANEOUS
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.1 <U>Termination</U>. This Agreement may be terminated by any Purchaser, as to such
Purchaser&#146;s obligations hereunder only and without any effect whatsoever on the obligations between
the Company and the other Purchasers, by written notice to the other parties, if the Closing has
not been consummated on or before June&nbsp;19, 2009; <U>provided</U>, <U>however</U>, that no such
termination will affect the right of any party to sue for any breach by the other party (or
parties).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.2 <U>Fees and Expenses</U>. Except as expressly set forth in the Transaction Documents to
the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and
other experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement. The Company shall pay all
Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the delivery
of any Securities to the Purchasers.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.3 <U>Entire Agreement</U>. The Transaction Documents, together with the exhibits and
schedules thereto, the Prospectus and the Prospectus Supplement, contain the entire understanding
of the parties with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties acknowledge have
been merged into such documents, exhibits and schedules.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.4 <U>Notices</U>. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on
the earliest of: (a)&nbsp;the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30
p.m. (New York City time) on a Trading Day, (b)&nbsp;the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto on a day that is not a Trading Day or later than
5:30 p.m. (New York City time) on any Trading Day, (c)&nbsp;the second (2<SUP style="font-size: 85%; vertical-align: text-top">nd</SUP>) Trading Day
following the date of mailing, if sent by U.S. nationally recognized overnight courier service or
(d)&nbsp;upon actual receipt by the party to whom such notice is required to be given. The address for
such notices and communications shall be as set forth on the signature pages attached hereto.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.5 <U>Amendments; Waivers</U>. No provision of this Agreement may be waived, modified,
supplemented or amended except in a written instrument signed, in the case of an amendment, by the
Company and the Purchasers holding at least 50% in interest of the Shares then outstanding (which
amendment shall be binding on all Purchasers) or, in the case of a waiver, by the party against
whom enforcement of any such waived provision is sought. No waiver of any default with respect to
any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver
in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder
in any manner impair the exercise of any such right.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.6 <U>Headings</U>. The headings herein are for convenience only, do not constitute a part
of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.7 <U>Successors and Assigns</U>. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns. The Company may not assign this
Agreement or any rights or obligations hereunder without the prior written consent of each
Purchaser (other than by merger, consolidation or sale of all or substantially all of the Company&#146;s
assets). Any Purchaser may assign any or all of its rights under this Agreement to any Person to
whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in
writing to be bound, with respect to the transferred Securities, by the provisions of the
Transaction Documents that apply to the &#147;Purchasers.&#148;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.8 <U>No Third-Party Beneficiaries</U>. This Agreement is intended for the benefit of the
parties hereto and their respective successors and permitted assigns and is not for the benefit of,
nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in
Section&nbsp;4.8.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.9 <U>Governing Law</U>. All questions concerning the construction, validity, enforcement
and interpretation of the Transaction Documents shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by this Agreement and any
other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state
and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of
Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to the enforcement of
any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any
such court, that such suit, action or proceeding is improper or is an inconvenient venue for such
proceeding. Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by
law. If either party shall commence an action or proceeding to enforce any provisions of the
Transaction Documents, then, in addition to the obligations of the Company under Section&nbsp;4.8, the
prevailing party in such action or proceeding shall be reimbursed by the other party for its
reasonable attorneys&#146; fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.10 <U>Survival</U>. The representations and warranties contained herein shall survive the
Closing and the delivery of the Securities.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.11 <U>Execution</U>. This Agreement may be executed in two or more counterparts, all of
which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a &#147;.pdf&#148; format data
file, such signature shall create a valid and binding obligation of the party executing (or on
whose behalf such signature is executed) with the same force and effect as if such facsimile or
&#148;.pdf&#148; signature page were an original thereof.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.12 <U>Severability</U>. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties
that they would have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.13 <U>Rescission and Withdrawal Right</U>. Notwithstanding anything to the contrary
contained in (and without limiting any similar provisions of) any of the other Transaction
Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein
provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time
upon written notice to the Company, any relevant notice, demand or election in whole or in part
without prejudice to its future actions and rights; <U>provided</U>, <U>however</U>, that in the
case of a rescission of an exercise of a Warrant, the applicable Purchaser shall be required to
return any shares of Common Stock subject to any such rescinded exercise notice concurrently with
the return to such Purchaser of the aggregate exercise price paid to the Company for such shares
and the restoration of such Purchaser&#146;s right to acquire such shares pursuant to such Purchaser&#146;s
Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.14 <U>Replacement of Securities</U>. If any certificate or instrument evidencing any
Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued
in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in
lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary
and reasonable indemnity or security, if requested. The applicant for a new certificate or
instrument under such circumstances shall also pay any reasonable third-party costs (including
customary indemnity) associated with the issuance of such replacement Securities.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.15 <U>Remedies</U>. In addition to being entitled to exercise all rights provided herein
or granted by law, including recovery of damages, each of the Purchasers and the Company will be
entitled to specific performance under the Transaction Documents. The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any breach of
obligations contained in the Transaction Documents and hereby agree to waive and not to assert in
any action for specific performance of any such obligation the defense that a remedy at law would
be adequate.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.16 <U>Payment Set Aside</U>. To the extent that the Company makes a payment or payments to
any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights
thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any
part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside,
recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the
Company, a trustee, receiver or any other person under any law (including, without limitation, any
bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent
of any such restoration the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.17 <U>Independent Nature of Purchasers&#146; Obligations and Rights</U>. The obligations of
each Purchaser under any Transaction Document are several and not joint with the obligations of any
other Purchaser, and no Purchaser shall be responsible in any way for the performance or
non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing
contained herein or in any other Transaction Document, and no action taken by any Purchaser
pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a
joint venture or any other kind of entity, or create a presumption that the Purchasers are in any
way acting in concert or as a group with respect to such obligations or the transactions
contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently
protect and enforce its rights including, without limitation, the rights arising out of this
Agreement or out of the other Transaction Documents, and it shall not be necessary for any other
Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser
has been represented by its own separate legal counsel in their review and negotiation of the
Transaction Documents. For reasons of administrative convenience only, each Purchaser and its
respective counsel have chosen to communicate with the Company through WS. WS does not represent
any of the Purchasers and only represents Rodman &#038; Renshaw, LLC, the placement agent. The Company
has elected to provide all Purchasers with the same terms and Transaction Documents for the
convenience of the Company and not because it was required or requested to do so by any of the
Purchasers.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.18 <U>Saturdays, Sundays, Holidays, etc.</U> If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall not be a Business Day,
then such action may be taken or such right may be exercised on the next succeeding Business Day.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.19 <U>Construction</U>. The parties agree that each of them and/or their respective counsel
has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal
rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments
hereto. In addition, each and every reference to share prices and shares of Common Stock in any
Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock
dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->28<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.20 <U><B>WAIVER OF JURY TRIAL</B></U><B>. </B><U><B>IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION
BROUGHT BY ANY PARTY AGAINST ANY OTHER </B></U>
<U><B>PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY
APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL
BY JURY. </B></U>
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be
duly executed by their respective authorized signatories as of the date first indicated above.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>SPECTRUM PHARMACEUTICALS, INC.</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><U>Address for Notice:</U></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">157 Technology Drive</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Irvine, CA 92618</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Attn: Legal Department</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Fax: (949)&nbsp;788-6700</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px; font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">With a copy to (which shall not constitute notice):<BR>
Stradling Yocca Carlson &#038; Rauth<BR>
660 Newport Center Drive, Suite&nbsp;1600<BR>
Newport Beach, California 92660<BR>
Attn: Michael A. Hedge<BR>
Tel: (949)&nbsp;725-4000<BR>
Fax: (949)&nbsp;725-4100

</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt">&#091;REMAINDER OF PAGE INTENTIONALLY LEFT BLANK<BR>
SIGNATURE PAGE FOR PURCHASER FOLLOWS&#093;
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->29<!-- /Folio -->
</DIV>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">



<DIV align="center" style="font-size: 10pt; margin-top: 10pt">&#091;PURCHASER SIGNATURE PAGES TO SPPI SECURITIES PURCHASE AGREEMENT&#093;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Name of Purchaser:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD colspan="3" valign="top" align="left" nowrap><I>Signature of Authorized Signatory of Purchaser</I>:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Name of Authorized Signatory:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title of Authorized Signatory:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px; font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="20%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Email Address of Authorized Signatory:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Facsimile Number of Authorized Signatory:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Address for Notice of Purchaser:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Address for Delivery of certificated Securities for Purchaser (if not same as address for notice):
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Information for Delivery of uncertificated Securities by DWAC:</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Account Number:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Account Name:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">DTC Number:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px; FONT-SIZE: 1PX">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Subscription Amount: </DIV></TD>
    <TD>&nbsp;$</TD>
    <TD align="left" valign="bottom"><DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Shares:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom"><DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Warrant Shares:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="bottom"><DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR><TR style="font-size: 10pt"><TD>&nbsp;</TD></TR><TR valign="bottom" style="padding-top: 1px">
    <TD valign="top" nowrap COLSPAN="3"><DIV style="margin-left:0px; text-indent:-0px">EIN Number: <B>[PROVIDE THIS UNDER SEPARATE COVER]</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR></TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt">&#091;SIGNATURE PAGES CONTINUE&#093;</DIV>

<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->30<!-- /Folio -->
</DIV>
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