DOCUMENTS.
PURCHASER
SHALL HAVE RECEIVED THE FOLLOWING:
(A)
GOOD STANDING CERTIFICATE.
A LONG FORM
CERTIFICATE OF GOOD STANDING DATED THE SAME MONTH AS THE CLOSING OF THE
SECRETARY OF STATE OF THE STATE OF DELAWARE AS TO THE
7
EXISTENCE AND GOOD STANDING OF THE COMPANY AND LISTING THE CHARTER DOCUMENTS OF
THE COMPANY ON FILE IN HIS OFFICE, AND COPIES, CERTIFIED BY SAID SECRETARY OF
STATE, OF ALL SUCH CHARTER DOCUMENTS;
(B)
OFFICERS' CERTIFICATE.
A CERTIFICATE OF THE
SECRETARY OF THE COMPANY, IN FORM AND SUBSTANCE SATISFACTORY TO PURCHASER,
CERTIFYING
(I)
A COPY OF THE BY-LAWS OF THE COMPANY,
AND
(II)
RESOLUTIONS OF THE BOARD OF DIRECTORS OF
THE COMPANY RELATING TO THE AGREEMENT AND THE SHARES.
(C)
OPINION OF COUNSEL.
AN OPINION OF COUNSEL
FOR THE COMPANY ON SUCH MATTERS AS RICE VOELKER (DEFINED BELOW) SHALL REASONABLY
REQUEST.
(D)
CERTIFICATES FOR SHARES.
CERTIFICATE OF THE
TRANSFER AGENT THAT THE SHARES HAVE BEEN ISSUED..
5.5
GENERAL.
ALL INSTRUMENTS AND LEGAL
PROCEEDINGS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS PURCHASE
AGREEMENT SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO YOU AND YOUR SPECIAL
COUNSEL SHALL HAVE RECEIVED COPIES OF ALL DOCUMENTS, INCLUDING RECORDS OF
CORPORATE PROCEEDINGS, WHICH YOU OR YOUR SPECIAL COUNSEL MAY HAVE REQUESTED IN
CONNECTION THEREWITH, SUCH DOCUMENTS WHERE APPROPRIATE TO BE CERTIFIED BY PROPER
CORPORATE OR GOVERNMENTAL AUTHORITIES.
6.
THE SHARES, USE OF PROCEEDS AND FUTURE
OFFERINGS.
6.1
THE SHARES.
EACH CERTIFICATE REPRESENTING
SHARES SHALL BE EXECUTED BY OR BEAR THE FACSIMILE SIGNATURE OF THE PRESIDENT,
ANY VICE-PRESIDENT OR ITS TREASURER AND ITS SECRETARY, AND SHALL BE DATED ITS
DATE OF ISSUE.
6.2
USE OF PROCEEDS.
THE PROCEEDS OF THE
SHARES, TOGETHER WITH THE PROCEEDS OF ALL OTHER SALES OF COMMON STOCK BEING
OFFERED IN THIS SAME OFFERING, SHALL BE USED SUBSTANTIALLY AS STATED IN THE
PRIVATE PLACEMENT MEMORANDUM DATED JULY 29, 2005, AS AMENDED BY THAT SUPPLEMENT
TO THE PRIVATE PLACEMENT MEMORANDUM DATED AUGUST 10, 2005.
6.3
FUTURE OFFERINGS.
THE COMPANY AGREES THAT,
WITHOUT THE WRITTEN CONSENT OF RICE VOELKER, IT WILL NOT SELL OR ISSUE ITS
COMMON STOCK FOR CONSIDERATION VALUED AT LESS THAN $1.00 PER SHARE AND WILL NOT
SELL ANY OTHER SECURITIES OF THE COMPANY THAT MAY BE CONVERTED INTO ITS COMMON
STOCK FOR CONSIDERATION VALUED AT LESS THAN $1.00 PER SHARE, IN EITHER CASE, AT
ANY TIME PRIOR TO THE LATER TO OCCUR OF (I) JANUARY 1, 2006, OR (II) THAT DATE
UPON WHICH THE REGISTRATION STATEMENT (DEFINED BELOW) BECOMES EFFECTIVE FOR ALL
REGISTRABLE SECURITIES.
THE $1.00 THRESHOLD STATED IN THE PRECEDING SENTENCE
SHALL BE APPROPRIATELY ADJUSTED TO REFLECT ANY STOCK DIVIDEND, SPLIT,
COMBINATION OR OTHER RECAPITALIZATION OF SHARES BY THE COMPANY OCCURRING AFTER
THE DATE HEREOF.
THE FOREGOING SHALL NOT APPLY TO (I) OPTIONS CURRENTLY
OUTSTANDING OR HEREAFTER ISSUED TO EMPLOYEES OR DIRECTORS (TO THE EXTENT SUCH
OPTIONS ARE ISSUED UNDER PLANS CURRENTLY IN PLACE AND DISCLOSED IN THE SEC
DOCUMENTS AND PROVIDED THAT THE SHARES ISSUED UPON THE EXERCISE OF SUCH OPTIONS
ARE ISSUED FROM THE POOL OF