funds in accordance with
the wire instructions set forth on Exhibit B hereto.
The Company shall deliver
to each Investor the deliverables identified in Article VII on the First Closing
Date and certificates representing the Common Shares so purchased by such
Investor within five (5) business days following the First Closing Date against
delivery of the purchase price.
(B)
AFTER THE FIRST CLOSING DATE, THE COMPANY MAY SELL, ON THE SAME
TERMS AND CONDITIONS AS THOSE CONTAINED IN THIS AGREEMENT, AN AGGREGATE OF UP TO
225,000,000 SHARES LESS THE NUMBER OF SHARES SOLD ON THE FIRST CLOSING DATE, FOR
AN AGGREGATE PURCHASE PRICE OF UP TO $4,500,000 LESS THE AGGREGATE PURCHASE
PRICE RECEIVED ON THE FIRST CLOSING DATE, TO ONE OR MORE INVESTORS (THE
"ADDITIONAL INVESTORS"), PROVIDED THAT (I) SUCH SUBSEQUENT SALE IS CONSUMMATED
PRIOR TO MARCH 31, 2006, UNLESS EXTENDED BY THE COMPANY FOR A PERIOD OF UP TO
NINETY (90) DAYS FROM SUCH DATE, WITHOUT NOTICE TO ANY INVESTORS (THE "SECOND
CLOSING DATE"), AND (II) EACH INVESTOR BECOMES A PARTY TO THIS AGREEMENT AND THE
REGISTRATION RIGHTS AGREEMENT IN THE FORM ATTACHED HERETO AS EXHIBIT C.
AT OR
PRIOR TO THE SECOND CLOSING DATE, EACH INVESTOR WILL PAY THE PURCHASE PRICE FOR
THE NUMBER OF SECURITIES SET FORTH BENEATH ITS NAME ON THE SIGNATURE
PAGES HEREOF, BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS IN ACCORDANCE WITH
THE WIRE INSTRUCTIONS SET FORTH ON EXHIBIT B HERETO.
THE COMPANY SHALL DELIVER
TO EACH ADDITIONAL INVESTOR THE DELIVERABLES IDENTIFIED IN ARTICLE VII ON THE
SECOND CLOSING DATE AND CERTIFICATES REPRESENTING THE COMMON SHARES SO PURCHASED
BY SUCH ADDITIONAL INVESTOR WITHIN FIVE (5) BUSINESS DAYS FOLLOWING THE SECOND
CLOSING DATE AGAINST DELIVERY OF THE PURCHASE PRICE.
ARTICLE II
INVESTOR'S REPRESENTATIONS AND WARRANTIES
Each Investor represents and warrants to the Company, severally and solely with
respect to itself and its purchase hereunder and not with respect to any other
Investor, that:
2.1
INVESTMENT PURPOSE.
THE INVESTOR IS PURCHASING THE SECURITIES FOR
ITS OWN ACCOUNT AND NOT WITH A PRESENT VIEW TOWARD THE PUBLIC SALE OR
DISTRIBUTION THEREOF, EXCEPT PURSUANT TO SALES REGISTERED OR EXEMPTED FROM
REGISTRATION UNDER THE SECURITIES ACT; PROVIDED, HOWEVER, THAT BY MAKING THE
REPRESENTATION HEREIN, THE INVESTOR DOES NOT AGREE TO HOLD ANY OF THE SECURITIES
FOR ANY MINIMUM OR OTHER SPECIFIC TERM AND RESERVES THE RIGHT TO DISPOSE OF THE
SECURITIES AT ANY TIME IN ACCORDANCE WITH OR PURSUANT TO A REGISTRATION
STATEMENT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
2.2
ACCREDITED INVESTOR STATUS.
THE INVESTOR IS AN "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(A) OF REGULATION D.
THE INVESTOR HAS DELIVERED
AN INVESTOR QUESTIONNAIRE IN THE FORM OF EXHIBIT D TO THE COMPANY.
2.3
RELIANCE ON EXEMPTIONS.
THE INVESTOR UNDERSTANDS THAT THE
SECURITIES ARE BEING OFFERED AND SOLD TO IT IN RELIANCE UPON SPECIFIC EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL AND STATE SECURITIES
LAWS AND THAT THE COMPANY IS RELYING UPON THE TRUTH AND ACCURACY OF, AND THE
INVESTOR'S COMPLIANCE WITH, THE REPRESENTATIONS,