PURCHASERS, ON OR PRIOR TO THE BUSINESS DAY
IMMEDIATELY PRIOR TO THE CLOSING DATE, EACH PURCHASER SHALL WIRE ITS
SUBSCRIPTION AMOUNT, IN UNITED STATES DOLLARS AND IN IMMEDIATELY AVAILABLE
FUNDS, TO A NON-INTEREST BEARING ESCROW ACCOUNT ESTABLISHED BY THE COMPANY AS
SET FORTH ON EXHIBIT C HERETO.
ON THE CLOSING DATE, THE COMPANY SHALL
IRREVOCABLY INSTRUCT THE TRANSFER AGENT TO DELIVER TO EACH PURCHASER ONE OR MORE
STOCK CERTIFICATES, FREE AND CLEAR OF ALL RESTRICTIVE AND OTHER LEGENDS (EXCEPT
AS EXPRESSLY PROVIDED IN SECTION 4.1(B) HEREOF), EVIDENCING THE NUMBER OF SHARES
SUCH PURCHASER IS PURCHASING AS IS SET FORTH ON SUCH PURCHASER'S SIGNATURE
PAGE TO THIS AGREEMENT NEXT TO THE HEADING "NUMBER OF SHARES TO BE ACQUIRED",
WITHIN THREE (3) BUSINESS DAYS AFTER THE CLOSING.
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)
FACSIMILE COPIES OF ONE OR MORE STOCK CERTIFICATES, FREE AND
CLEAR OF ALL RESTRICTIVE AND OTHER LEGENDS (EXCEPT AS PROVIDED IN
SECTION 4.1(B) HEREOF), EVIDENCING THE SHARES SUBSCRIBED FOR BY PURCHASER
HEREUNDER, REGISTERED IN THE NAME OF SUCH PURCHASER AS SET FORTH ON THE STOCK
CERTIFICATE QUESTIONNAIRE INCLUDED AS EXHIBIT B-2 HERETO (THE "STOCK
CERTIFICATES"), WITH THE ORIGINAL STOCK CERTIFICATES SENT TO THE PURCHASERS
WITHIN THREE (3) BUSINESS DAYS OF CLOSING;
(III)
A WARRANT, EXECUTED BY THE COMPANY AND REGISTERED IN THE NAME OF
SUCH PURCHASER AS SET FORTH ON THE STOCK CERTIFICATE QUESTIONNAIRE INCLUDED AS
EXHIBIT B-2 HERETO, PURSUANT TO WHICH SUCH PURCHASER SHALL HAVE THE RIGHT TO
ACQUIRE SUCH NUMBER OF WARRANT SHARES EQUAL TO FIFTY PERCENT (50%) (OR SIXTY-SIX
AND TWO-TENTHS PERCENT (66.2%) FOR THE INSIDE INVESTORS) OF THE NUMBER OF SHARES
ISSUABLE TO SUCH PURCHASER, ROUNDED UP TO THE NEAREST WHOLE SHARE, ON THE TERMS
SET FORTH THEREIN;
(IV)
A LEGAL OPINION OF COMPANY COUNSEL, DATED AS OF THE CLOSING DATE,
EXECUTED BY SUCH COUNSEL AND ADDRESSED TO THE PURCHASERS;
(V)
A CERTIFICATE OF THE SECRETARY OF THE COMPANY (THE "SECRETARY'S
CERTIFICATE"), DATED AS OF THE CLOSING DATE, (A) CERTIFYING THE RESOLUTIONS
ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY OR A DULY AUTHORIZED COMMITTEE
THEREOF APPROVING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS AND THE ISSUANCE OF THE SECURITIES, (B) CERTIFYING THE
CURRENT VERSIONS OF THE CERTIFICATE OR ARTICLES OF INCORPORATION, AS AMENDED,
AND BY-LAWS OF THE COMPANY AND (C) CERTIFYING AS TO THE SIGNATURES AND AUTHORITY
OF PERSONS SIGNING THE TRANSACTION DOCUMENTS AND RELATED DOCUMENTS ON BEHALF OF
THE COMPANY;
(VI)
THE COMPLIANCE CERTIFICATE REFERRED TO IN SECTION 5.1(G);
(VII)
A CERTIFICATE EVIDENCING THE FORMATION AND GOOD STANDING OF THE
COMPANY IN ITS JURISDICTION OF FORMATION ISSUED BY THE SECRETARY OF STATE (OR
COMPARABLE OFFICE) OF SUCH JURISDICTION, AS OF A DATE WITHIN FIVE (5) BUSINESS
DAYS OF THE CLOSING DATE;
(VIII)
A CERTIFICATE EVIDENCING THE COMPANY'S QUALIFICATION AS A FOREIGN
CORPORATION AND GOOD STANDING ISSUED BY