ARTICLE 1

DEFINITIONS, USAGE, ETC.

     SECTION 1.1 Defined Terms. As used in this Agreement, the terms below have the following meanings:

     “Accrued Interest” has the meaning assigned to such term in Section 3.1.

     “Acquisition Documents” shall mean this Agreement, the Escrow Agreement, the Amended and Restated Registration Rights Agreement and each of the other certificates, documents and instruments to be executed and delivered by the Parties hereto pursuant to the terms hereof.

     “Acquisition Proposal” shall mean any inquiry, proposal, offer or action relating to, or that is reasonably likely to lead to, any sale, exchange, transfer or other disposition of any or all of a number of shares of Common Stock that exceeds the Pre-Closing Remaining Shares.

     “Affiliate” means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise). For the purposes of this Agreement, an Affiliate of the Purchaser shall not be deemed to include the Seller, and an Affiliate of the Seller shall not be deemed to include the Purchaser.

     “Agreement” has the meaning assigned to such term in the preamble.

     “Amended and Restated Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement in the form attached as Exhibit C which amends and restates the Registration Rights Agreement.

     “Applicable Law” means, with respect to any Person, any Law applicable to such Person or its business, properties or assets.

     “Beneficially Own” has the meaning set forth in Rule 13d-3 under the Exchange Act.

     “Call Option” has the meaning assigned to such term in Section 9.2(a).

     “Call Option Closing” has the meaning assigned to such term in Section 9.2(b).

     “Call Option Closing Date” has the meaning assigned to such term in Section 9.2(a).

     “Call Option Exercise Notice” has the meaning assigned to such term in Section 9.2(a).

     “Call Option Exercise Period” has the meaning assigned to such term in Section 9.2(a).

     “Call Option Purchase Price” has the meaning assigned to such term in Section 9.2(a).

     “Call Option Shares” has the meaning assigned to such term in the recitals.

     “Call Option Transaction” has the meaning assigned to such term in Section 9.2.