FUNDS TO BE SENT TO THE ACCOUNT OF THE COMPANY AS
INSTRUCTED IN WRITING BY THE COMPANY, IN AN AMOUNT REPRESENTING THE PURCHASE
PRICE FOR SUCH PURCHASER AS INDICATED BELOW SUCH PURCHASER'S NAME ON THE
SIGNATURE PAGE OF THIS AGREEMENT.
ON THE DATE (THE "CLOSING DATE") THE COMPANY
RECEIVES THE AGGREGATE SUBSCRIPTION AMOUNTS, THE CERTIFICATES EVIDENCING THE
SHARES SHALL BE RELEASED TO THE PURCHASERS (THE "CLOSING"). THE CLOSING OF THE
PURCHASE AND SALE OF THE SHARES SHALL TAKE PLACE AT THE OFFICES OF LOWENSTEIN
SANDLER PC, 1251 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK ON THE CLOSING DATE
OR AT SUCH OTHER LOCATIONS OR REMOTELY BY FACSIMILE TRANSMISSION OR OTHER
ELECTRONIC MEANS AS THE PARTIES MAY MUTUALLY AGREE.
2.2
CLOSING DELIVERIES.
(A)
ON OR PRIOR TO THE CLOSING, THE
COMPANY SHALL ISSUE, DELIVER OR CAUSE TO BE DELIVERED TO EACH PURCHASER THE
FOLLOWING (THE "COMPANY DELIVERABLES"):
(I)
THIS AGREEMENT, DULY EXECUTED BY THE COMPANY;
(II)
ONE OR MORE STOCK CERTIFICATES, CONTAINING THE LEGENDS PROVIDED
IN SECTION 4.1(B) HEREOF, EVIDENCING A NUMBER OF SHARES INDICATED BELOW SUCH
PURCHASER'S NAME ON THE SIGNATURE PAGE OF THIS AGREEMENT, REGISTERED IN THE NAME
OF SUCH PURCHASER;
(III)
A LEGAL OPINION OF COMPANY COUNSEL, IN THE FORM ATTACHED HERETO
AS EXHIBIT C, EXECUTED BY SUCH COUNSEL AND ADDRESSED TO THE PURCHASERS AND THE
PLACEMENT AGENT;
(IV)
THE REGISTRATION RIGHTS AGREEMENT, DULY EXECUTED BY THE COMPANY;
(V)
DULY EXECUTED IRREVOCABLE TRANSFER AGENT INSTRUCTIONS ACKNOWLEDGED
IN WRITING BY THE TRANSFER AGENT;
(VI)
A CERTIFICATE OF THE SECRETARY OF THE COMPANY (THE "SECRETARY'S
CERTIFICATE"), DATED AS OF THE CLOSING DATE, CERTIFYING THE RESOLUTIONS ADOPTED
BY THE BOARD OF DIRECTORS OF THE COMPANY APPROVING THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND THE ISSUANCE OF THE
SHARES, CERTIFYING THE CURRENT VERSIONS OF THE CERTIFICATE OR ARTICLES OF
INCORPORATION, AS AMENDED AND BY-LAWS OF THE COMPANY AND CERTIFYING AS TO THE
SIGNATURES AND AUTHORITY OF PERSONS SIGNING THE TRANSACTION DOCUMENTS AND
RELATED DOCUMENTS ON BEHALF OF THE COMPANY; AND
(VII)
THE COMPLIANCE CERTIFICATE REFERRED TO IN SECTION 5.1(H).
(B)
ON OR PRIOR TO THE CLOSING, EACH PURCHASER SHALL DELIVER OR CAUSE
TO BE DELIVERED TO THE COMPANY THE FOLLOWING (THE "PURCHASER DELIVERABLES"):
5
(I)
THIS AGREEMENT, DULY EXECUTED BY SUCH PURCHASER;
(II)
ITS SUBSCRIPTION AMOUNT, IN UNITED STATES DOLLARS AND IN
IMMEDIATELY AVAILABLE FUNDS, IN THE AMOUNT SET FORTH AS THE "PURCHASE PRICE"
INDICATED BELOW SUCH PURCHASER'S NAME ON THE APPLICABLE SIGNATURE PAGE HERETO BY
WIRE TRANSFER TO AN ACCOUNT DESIGNATED IN WRITING BY THE COMPANY FOR SUCH
PURPOSE, AS SET FORTH ON EXHIBIT E ATTACHED HERETO;
(III)
THE REGISTRATION RIGHTS AGREEMENT, DULY EXECUTED BY SUCH
PURCHASER;
(IV)
A FULLY COMPLETED AND DULY EXECUTED SELLING SECURITYHOLDER NOTICE
AND QUESTIONNAIRE IN THE FORM ATTACHED AS ANNEX B TO THE REGISTRATION RIGHTS
AGREEMENT; AND
(V)
A FULLY COMPLETED AND DULY EXECUTED ACCREDITED INVESTOR
QUESTIONNAIRE AND STOCK CERTIFICATE QUESTIONNAIRE IN THE FORMS ATTACHED HERETO
AS EXHIBITS B-1 AND B-2 RESPECTIVELY.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1
REPRESENTATIONS