CONVERTED SHARES SHALL BE REFERRED
TO IN THIS AGREEMENT AS THE "SHARES."
THE WARRANTS ISSUED PURSUANT TO THIS
AGREEMENT AND THE SHARES SHALL BE REFERRED TO IN THIS AGREEMENT AS THE
"SECURITIES".
1.4.
PURCHASE PRICE AND THE CLOSING.
THE PURCHASE AND SALE OF THE
SECURITIES SHALL TAKE PLACE AT A CLOSING TO BE HELD AT THE OFFICES OF CHOATE,
HALL & STEWART LLP, TWO INTERNATIONAL PLACE, BOSTON, MASSACHUSETTS
02110, ON
SUCH DATE AND AT SUCH TIME AS MAY BE MUTUALLY AGREED UPON BY THE PARTIES (THE
"CLOSING").
THE AGGREGATE PURCHASE PRICE OF THE SERIES A PREFERRED STOCK BEING
PURCHASED BY EACH INVESTOR AT THE CLOSING IS SET FORTH OPPOSITE SUCH INVESTOR'S
NAME ON EXHIBIT A UNDER THE HEADING "AGGREGATE PURCHASE PRICE".
THE CLOSING
SHALL TAKE PLACE CONCURRENTLY WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT
OR AT SUCH OTHER TIME AS THE PARTIES SHALL MUTUALLY AGREE.
AT THE CLOSING, THE
COMPANY WILL DELIVER TO EACH OF THE INVESTORS PURCHASING SECURITIES A
CERTIFICATE OR CERTIFICATES, REGISTERED IN SUCH INVESTOR'S NAME OR SUCH NAME AS
OTHERWISE DIRECTED BY SUCH INVESTOR, REPRESENTING THE NUMBER OF SHARES AND
WARRANTS TO BE ACQUIRED BY SUCH INVESTOR PURSUANT TO THIS AGREEMENT AGAINST
PAYMENT OF THE PURCHASE PRICE THEREOF BY WIRE TRANSFER, BY CHECK PAYABLE TO THE
COMPANY OR SUCH OTHER FORM OF PAYMENT ACCEPTABLE TO SUCH INVESTOR AND THE
COMPANY.
1.5.
USE OF PROCEEDS.
THE COMPANY WILL USE THE PROCEEDS FROM THE SALE
OF THE SECURITIES TO CONSUMMATE THE ACQUISITION OF EUROPEAN AERONAUTICAL GROUP
AB ("EAG") AND FOR OTHER GENERAL CORPORATE PURPOSES AS DETERMINED BY THE
COMPANY'S BOARD OF DIRECTORS.
2.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
IN ORDER TO
INDUCE THE INVESTORS TO ENTER INTO THIS AGREEMENT AND TO PURCHASE THE SECURITIES
HEREUNDER, THE COMPANY HEREBY REPRESENTS AND WARRANTS TO EACH INVESTOR, AS OF
THE DATE HEREOF, IN EACH CASE SUBJECT TO SUCH EXCEPTIONS AS ARE SET FORTH IN THE
DISCLOSURE SCHEDULE ATTACHED HERETO (THE "DISCLOSURE SCHEDULE"), EACH SUCH
EXCEPTION OF WHICH QUALIFIES THE REPRESENTATION AND WARRANTY THAT IS
SPECIFICALLY IDENTIFIED (BY CROSS-REFERENCE OR OTHERWISE) AS BEING QUALIFIED BY
SUCH EXCEPTION.
FOR THE PURPOSES OF THIS SECTION 2, THE TERM "SUBSIDIARIES"
SHALL MEAN THOSE SUBSIDIARIES LISTED IN SECTION 2.4 OF THE DISCLOSURE SCHEDULE
AND SHALL NOT MEAN EAG.
2.1.
ORGANIZATION AND CORPORATE POWER.
THE COMPANY IS A CORPORATION
DULY ORGANIZED, VALIDLY EXISTING AND IN CORPORATE GOOD STANDING UNDER THE LAWS
OF THE STATE OF DELAWARE.
THE COMPANY IS DULY QUALIFIED TO DO BUSINESS AS A
FOREIGN CORPORATION AND IS IN GOOD STANDING UNDER THE LAWS OF EACH JURISDICTION
IN WHICH EITHER THE OWNERSHIP OR USE OF ITS ASSETS, OR
2
THE NATURE OF ITS ACTIVITIES, REQUIRES SUCH QUALIFICATION, EXCEPT WHERE FAILURE
TO BE SO QUALIFIED WOULD NOT HAVE A MATERIAL ADVERSE EFFECT, EACH SUCH
JURISDICTION BEING SET FORTH IN SECTION 2.1 OF DISCLOSURE SCHEDULE.
THE COMPANY
HAS ALL REQUIRED CORPORATE POWER AND AUTHORITY TO OWN ITS PROPERTY, TO CARRY ON
ITS BUSINESS AS PRESENTLY CONDUCTED OR CONTEMPLATED TO BE CONDUCTED, AND TO
CARRY OUT