2
PURCHASE AND SALE OF SHARES
2.1
PURCHASE OF SHARES.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, ON THE CLOSING DATE, THE COMPANY SHALL ISSUE AND SELL THE SHARES, AND
THE BUYERS SHALL PURCHASE THE SHARES.
THE NUMBER OF SHARES TO BE PURCHASED BY
EACH BUYER
IS IDENTIFIED IN SCHEDULE 1 ATTACHED HERETO.
2.2
PURCHASE PRICE FOR SHARES AND FORM OF PAYMENT; DELIVERY.
ON THE
CLOSING DATE THE BUYERS SHALL PAY THE PER SHARE PRICE FOR THE SHARES, FOR A
TOTAL PRICE OF $17,225,000 (THE "PURCHASE PRICE").
THE PURCHASE PRICE SHALL BE
PAID BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS IN ACCORDANCE WITH THE
COMPANY'S WRITTEN INSTRUCTIONS.
AT THE CLOSING, UPON PAYMENT OF THE PURCHASE
PRICE THE COMPANY WILL DELIVER IRREVOCABLE WRITTEN INSTRUCTIONS ("TRANSFER
INSTRUCTIONS") TO THE TRANSFER AGENT FOR THE COMPANY'S COMMON STOCK TO ISSUE
CERTIFICATES REPRESENTING THE SHARES REGISTERED IN THE NAME OF EACH BUYER AND TO
DELIVER SUCH CERTIFICATES TO OR AT THE DIRECTION OF EACH BUYER.
THE COMPANY
SHALL NOT HAVE THE POWER TO REVOKE OR AMEND THE TRANSFER INSTRUCTIONS WITHOUT
THE WRITTEN CONSENT OF THE BUYERS.
2.3
CLOSING DATE.
SUBJECT TO THE TERMS OF THIS AGREEMENT, THE CLOSING
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE HELD ON OR BEFORE
THE LATER OF (I) THE DATE THAT IS THREE (3) BUSINESS DAYS AFTER THE DATE THAT
THE LAST OF THE CONDITIONS IN ARTICLE 6 AND ARTICLE 7 HAVE BEEN SATISFIED, OR
SUCH OTHER TIME AS MAY BE MUTUALLY AGREED UPON BY THE PARTIES TO THIS AGREEMENT;
OR (II) THE CLOSING DATE OF THE ACQUISITION SO LONG AS ALL OF CONDITIONS IN
ARTICLE 6 AND ARTICLE 7 HAVE BEEN SATISFIED (THE "CLOSING DATE"), AT THE OFFICES
OF BARACK FERRAZZANO KIRSCHBAUM & NAGELBERG LLP, 200 WEST MADISON STREET,
SUITE 3900, CHICAGO, ILLINOIS 60606 OR AT SUCH OTHER LOCATION OR BY SUCH OTHER
METHOD (INCLUDING EXCHANGE OF SIGNED DOCUMENTS) AS MAY BE MUTUALLY AGREED UPON
BY THE PARTIES TO THIS AGREEMENT ("CLOSING").
ARTICLE 3
BUYERS' REPRESENTATIONS AND WARRANTIES
Each Buyer represents and warrants to the Company that:
3.1
ORGANIZATION AND QUALIFICATION.
EACH OF THE BUYERS IS AN ENTITY
OF THE TYPE IDENTIFIED ON SCHEDULE 1 ATTACHED HERETO, DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION, WITH FULL POWER AND AUTHORITY TO PURCHASE THE SHARES AND OTHERWISE
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS.
3.2
AUTHORIZATION; ENFORCEMENT.
EACH BUYER HAS THE REQUISITE POWER
AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
THIS AGREEMENT AND EACH OF THE OTHER TRANSACTION DOCUMENTS
TO BE EXECUTED BY THE BUYERS AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY HAVE BEEN DULY AND VALIDLY AUTHORIZED BY, AND
DULY EXECUTED AND DELIVERED ON BEHALF OF, SUCH BUYER.
THIS AGREEMENT AND EACH
OF THE OTHER TRANSACTION DOCUMENTS TO BE EXECUTED BY THE BUYERS CONSTITUTES THE
VALID AND BINDING AGREEMENT OF SUCH BUYER ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY