Transfer Agent to the Investor at the Closing directly to the
account(s) at the Broker identified by the Investor through DTC and
simultaneously therewith payment shall be made from such account(s) by the
Broker to the Company).
NO LATER THAN TWO (2) BUSINESS DAYS AFTER THE EXECUTION OF THIS AGREEMENT BY THE
INVESTOR AND THE COMPANY, THE INVESTOR SHALL EITHER :
(I)
NOTIFY THE COMPANY OF THE ACCOUNT OR ACCOUNTS AT THE BROKER TO BE
CREDITED WITH THE SHARES BEING PURCHASED BY SUCH INVESTOR,
(II)
CONFIRM FOR THE COMPANY THAT THE ACCOUNT OR ACCOUNTS AT THE
BROKER TO BE CREDITED WITH THE SHARES BEING PURCHASED BY THE
2
INVESTOR HAVE A MINIMUM BALANCE EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE
SHARES BEING PURCHASED BY THE INVESTOR, AND
(III)
AUTHORIZE AND INSTRUCT THE BROKER TO DEBIT THE ACCOUNT OR ACCOUNTS
AT THE BROKER WITH THE AGGREGATE PURCHASE PRICE OF THE SHARES BEING PURCHASED BY
THE INVESTOR AND TO DELIVER SUCH AMOUNT TO THE COMPANY IN ACCORDANCE WITH THE
WIRE TRANSFER INSTRUCTIONS ABOVE.
IT IS THE INVESTOR'S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR
CONFIRM THE PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR
SETTLEMENT BY WAY OF DWAC OR DVP IN A TIMELY MANNER (AND IN A MANNER
SATISFACTORY TO THE COMPANY). IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE
PURCHASE PRICE FOR THE SHARES OR DOES NOT MAKE PROPER ARRANGEMENTS FOR
SETTLEMENT IN A TIMELY MANNER (AND IN A MANNER SATISFACTORY TO THE COMPANY), THE
SHARES MAY NOT BE DELIVERED AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE
EXCLUDED FROM THE CLOSING ALTOGETHER. IN THE CASE OF A DVP, IF THE SHARES ARE
DELIVERED TO THE INVESTOR BUT THE BROKER FAILS TO IMMEDIATELY DELIVER THE
PURCHASE PRICE TO THE COMPANY, THE INVESTOR SHALL BE REQUIRED TO IMMEDIATELY
RETURN SUCH SHARES TO THE COMPANY IN THE MANNER REQUIRED BY THE COMPANY. THE
INVESTOR ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF A BREACH OF THE
OBLIGATIONS SET FORTH IN THE FOREGOING SENTENCE, THE COMPANY WILL HAVE NO
ADEQUATE REMEDY AT LAW, AND ACCORDINGLY WILL BE ENTITLED TO SPECIFIC PERFORMANCE
AND OTHER APPROPRIATE INJUNCTIVE AND EQUITABLE RELIEF.
6.
The Investor represents that, except as set forth below, (a) it
has had no position, office or other material relationship within the past three
years with the Company or any of its affiliates and (b) it has no direct or
indirect affiliation or association with any NASD member. Exceptions:
(If no exceptions, write "none." If left blank, response will be deemed to be
"none.")
7.
The Investor represents that, prior to or in connection with the
receipt of this Agreement, it has received the final U.S. Base Prospectus, dated
January 13, 2006, which is a part of the Company's Registration Statement, and
has received the Prospectus Supplement. THIS AGREEMENT SHALL NOT CONSTITUTE A
BINDING COMMITMENT ON THE PART OF THE COMPANY UNTIL (A) THE COMPANY HAS TIMELY
RECEIVED AN EXECUTED COPY OF THE COMPLETED SUBSCRIPTION