as the
Registration Statement remains effective under the Securities Act and the
Purchaser's representations and agreements as set forth in this Agreement remain
in effect.
At the request of the Purchaser, such Shares may be deposited in
electronic form through the Depository Trust Company (DTC).
(3)
CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING.
THE COMPANY'S
OBLIGATION TO COMPLETE THE PURCHASE AND SALE OF THE SHARES AND DELIVER SUCH
STOCK CERTIFICATE(S) TO ANY PURCHASER AT THE CLOSING SHALL BE SUBJECT TO THE
FOLLOWING CONDITIONS, ANY ONE OR MORE OF WHICH MAY BE WAIVED BY THE COMPANY:
(A)
RECEIPT BY THE COMPANY FROM EACH PURCHASER OF SAME-DAY FUNDS,
PURSUANT TO A WIRE TRANSFER TO THE COMPANY IN ACCORDANCE WITH THE WIRE TRANSFER
INSTRUCTIONS SET FORTH ON SCHEDULE A, IN THE FULL AMOUNT OF THE PURCHASE PRICE
FOR ALL SHARES BEING PURCHASED HEREUNDER BY SUCH PURCHASER;
(B)
THE ACCURACY OF THE REPRESENTATIONS AND WARRANTIES MADE BY THE
PURCHASERS HEREIN AND THE FULFILLMENT OF THOSE UNDERTAKINGS OF THE PURCHASERS TO
BE FULFILLED PRIOR TO THE CLOSING.
(4)
CONDITIONS TO THE PURCHASERS' OBLIGATIONS AT CLOSING.
THE
PURCHASERS' OBLIGATION TO ACCEPT DELIVERY OF THE SHARES AND TO PAY THE PURCHASE
PRICE FOR THE SHARES SHALL BE SUBJECT TO THE FOLLOWING CONDITIONS ANY ONE OR
MORE OF WHICH MAY BE WAIVED BY THE PURCHASERS:
(A)
THE STAFF OF THE COMMISSION HAS NOTIFIED THE COMPANY OF ITS
WILLINGNESS TO DECLARE THE REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES
ACT;
(B)
THE SHARES HAVE BEEN LISTED ON THE NASDAQ STOCK MARKET, SUBJECT TO
NOTICE OF ISSUANCE;
(C)
THE ACCURACY IN ALL MATERIAL RESPECTS OF THE REPRESENTATIONS AND
WARRANTIES MADE BY THE COMPANY HEREIN AND THE FULFILLMENT IN ALL MATERIAL
RESPECTS OF THOSE UNDERTAKINGS OF THE COMPANY TO BE FULFILLED PRIOR TO CLOSING;
(D)
THE DELIVERY TO THE PURCHASERS OF AN OPINION OF COUNSEL TO THE
COMPANY IN THE FORM OF EXHIBIT A HERETO; AND
(E)
THE DELIVERY TO THE PURCHASERS OF A CERTIFICATE EXECUTED BY THE
CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OF THE COMPANY, DATED THE
CLOSING DATE, TO THE EFFECT THAT THE REPRESENTATIONS AND WARRANTIES OF THE
COMPANY SET FORTH IN SECTION C HEREOF ARE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF THE DATE OF THIS AGREEMENT AND AS OF THE CLOSING DATE AND THE
COMPANY HAS COMPLIED WITH ALL THE AGREEMENTS AND SATISFIED ALL THE CONDITIONS
HEREIN ON ITS PART TO BE PERFORMED OR SATISFIED ON OR PRIOR TO THE CLOSING DATE.
(5)
PURCHASER'S ACKNOWLEDGEMENT.
EACH PURCHASER HEREBY ACKNOWLEDGES
THAT AT THE CLOSING THE COMPANY WILL PAY TO THE PLACEMENT AGENT A COMMISSION
EQUAL TO 5% OF THE GROSS PURCHASE PRICE PAID FOR THE SHARES AT CLOSING AND, IN
ADDITION, WILL REIMBURSE THE PLACEMENT AGENT FOR CERTAIN EXPENSES INCURRED BY IT
IN PERFORMING ITS OBLIGATIONS UNDER THE PLACEMENT
2
AGENT AGREEMENT, DATED AUGUST 20, 2003, AND THAT SUCH COMMISSION AND EXPENSE
REIMBURSEMENTS WILL BE PAID OUT OF THE GROSS PROCEEDS OF THE OFFERING.
B.
REPRESENTATIONS AND WARRANTIES OF THE
PURCHASERS.
EACH OF