SUBSCRIPTION AMOUNT BY WIRE TRANSFER TO IAPL
PURSUANT TO THE CLOSING ESCROW AGREEMENT.
(V)
THE MAJORITY PURCHASERS SHALL HAVE DELIVERED OR CAUSED TO BE
DELIVERED TO IAPL WRITTEN NOTICE OF THE MAJORITY PURCHASERS' INTENDED APPOINTEE
TO THE IAPL BOARD.
(C)
THE OBLIGATION OF THE COMPANY TO ISSUE THE PUT HEREUNDER ARE
SUBJECT TO THE SATISFACTION OR WAIVER BY THE COMPANY OF EACH OF THE FOLLOWING
CONDITIONS:
(I)
ALL REPRESENTATIONS AND WARRANTIES OF SUCH PURCHASER CONTAINED
HEREIN SHALL REMAIN TRUE AND CORRECT AS OF THE CLOSING DATE AND ALL COVENANTS OF
SUCH PURCHASER SHALL HAVE BEEN PERFORMED IF DUE PRIOR TO SUCH DATE;
(II)
THERE SHALL HAVE BEEN DELIVERED INTO ESCROW, PURSUANT TO THE
CLOSING ESCROW AGREEMENT, SUBSCRIPTION AMOUNTS IN CASH OF AT LEAST US$4,000,000;
(III)
THE COMPANY SHALL HAVE OBTAINED CONFIRMATION FROM AMEX THAT THE
COMPANY'S ISSUANCE OF THE EXCHANGE CONSIDERATION, THE STRUCTURE OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE INOVIO FINANCING, AND THE
PRICING OF THE SECURITIES DOES NOT REQUIRE APPROVAL OF THE COMPANY'S
STOCKHOLDERS;
(IV)
ON THE CLOSING DATE, SUCH PURCHASERS SHALL HAVE DELIVERED OR
CAUSED TO BE DELIVERED TO THE COMPANY THE FOLLOWING:
(A)
THIS AGREEMENT DULY EXECUTED BY SUCH PURCHASER;
(B)
THE REGISTRATION RIGHTS AGREEMENT DULY EXECUTED BY SUCH PURCHASER;
AND
(C)
THE CLOSING ESCROW AGREEMENT DULY EXECUTED BY SUCH PURCHASER, OR
THE LEAD PURCHASER ON BEHALF OF SUCH PURCHASER.
Notwithstanding the foregoing, in the event that the conditions set forth in
Sections 2.2(a)(iv)(H), 2.2(b)(iii) and 2.2(c)(iii) shall not be satisfied by
the date 60 business days after the date of this Agreement, none of the parties
hereto shall be obligated to consummate the transactions contemplated by this
Agreement and any items delivered pursuant to this Section 2.2 shall be returned
by the Escrow Agent to the appropriate party pursuant to the terms of the
Closing Escrow Agreement.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1
Representations and Warranties of the Company.
Except as set
forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a
part hereof, the Company
10
hereby make the representations and warranties set forth below to each Purchaser
as of the date hereof and as of the Closing Date:
(A)
SUBSIDIARIES.
ALL OF THE DIRECT AND INDIRECT SUBSIDIARIES OF THE
COMPANY ARE SET FORTH ON SCHEDULE 3.1(A).
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 ALL 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.
(B)
ORGANIZATION AND QUALIFICATION.
EACH OF THE COMPANY AND 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 (AS APPLICABLE), 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