SHAREHOLDERS OF THE COMPANY OF
THE CONSIDERATION TO BE PAID BY THE PURCHASERS IN CONNECTION WITH THE PROPOSED
PURCHASE BY THE PURCHASERS OF SERIES A PREFERRED STOCK TO BE ISSUED BY THE
COMPANY AND ANY BRINGDOWNS AND SUPPLEMENTS TO SUCH OPINION; PROVIDED, THAT THE
COMPANY SHALL NOT BE REQUIRED TO OBTAIN ANY SUCH BRINGDOWNS OR SUPPLEMENTS.
(H)
LANDLORD WAIVER.
THE COMPANY SHALL PROVIDE
TO THE PURCHASERS, IN FORM AND SUBSTANCE SATISFACTORY TO THE PURCHASERS, SUCH
ESTOPPEL LETTERS, WAIVERS AND CONSENTS AS MAY BE REQUIRED FROM LANDLORDS OF EACH
PREMISES THAT IS LEASED BY THE COMPANY.
(I)
CLOSING CAPITALIZATION TABLE.
THE
COMPANY SHALL HAVE DELIVERED TO THE PURCHASERS A REVISED EXHIBIT D ACCURATELY
REFLECTING ANY ADDITIONAL ISSUANCES OF SECURITIES BETWEEN THE DATE HEREOF AND
THE INITIAL CLOSING DATE.
(J)
CASH PAYMENT TO MR. ROTHMAN AND MR.
PAVONY.
IN CONSIDERATION FOR THEIR ENTERING INTO THE SHAREHOLDERS AGREEMENT AND
CONCURRENT WITH THE INITIAL CLOSING, THE COMPANY SHALL PAY EACH OF STEVEN
ROTHMAN AND HOWARD PAVONY THE SUM OF $150,000 IN CASH.
(K)
QUALIFIED SMALL BUSINESS CORPORATION
STATUS. THE COMPANY HAS NOT PURCHASED ANY OF THE COMPANY'S CAPITAL STOCK DURING
THE ONE YEAR PERIOD ENDING ON THE INITIAL CLOSING DATE AND TO THE BEST OF THE
COMPANY'S KNOWLEDGE, THE PURCHASED SECURITIES WILL QUALIFY AS "QUALIFIED SMALL
BUSINESS STOCK" AS DEFINED IN SECTION 1202(C) OF THE CODE AS OF THE INITIAL
CLOSING DATE.
26
(L)
ACCOUNTS RECEIVABLE. THE COMPANY SHALL
HAVE PROVIDED THE PURCHASERS WITH EVIDENCE, REASONABLY SATISFACTORY TO SUCH
PURCHASERS, THAT THE COMPANY HAS COLLECTED IN FULL ALL AGED ACCOUNTS RECEIVABLE
PAYABLE TO THE COMPANY BY THE CITY OF BRIDGEPORT, CONNECTICUT, THAT WERE
OUTSTANDING ON THE DATE OF THIS AGREEMENT FOR A PERIOD OF MORE THAN NINETY (90)
DAYS.
(M)
AMENDMENTS TO BORROWING ARRANGEMENTS. THE
COMPANY SHALL HAVE CAUSED AN AMENDMENT TO ANY DOCUMENT EVIDENCING A BORROWING
ARRANGEMENT BY THE COMPANY AS MAY BE REASONABLY NECESSARY (X) SO AS TO NOT
CONFLICT IN ANY WAY WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND (Y)
TO ACCOMPLISH THE COMPANY'S BUSINESS PLAN AS CURRENTLY CONTEMPLATED.
(N)
RELEASE FROM AMTECH ASSOCIATES. UPON PAYMENT
TO AMTECH ASSOCIATES ("AMTECH") OF THE AMOUNT SET FORTH IN SECTION 2.18 OF THE
DISCLOSURE SCHEDULE, AMTECH SHALL HAVE RELEASED THE COMPANY, EACH SUBSIDIARY AND
THE OFFICERS, DIRECTORS, SHAREHOLDERS AND EMPLOYEES OF EACH OF THE COMPANY AND
EACH SUBSIDIARY FROM ANY AND ALL OBLIGATIONS AND/OR LIABILITIES TO AMTECH.
4.3
Conditions of Purchasers' Obligations at any
Subsequent Closing.
In addition to the conditions set forth in Section 4.1, the
obligations of each Purchaser under Section 1.3 and Section 1.4 of this
Agreement are subject to the satisfaction by the Company on each Subsequent
Closing Date of the following condition:
(A)
AMENDMENTS.
ON OR BEFORE ANY SUBSEQUENT
CLOSING DATE, THE COMPANY AND EACH PURCHASER SHALL HAVE EXECUTED AN AMENDMENT TO
THIS AGREEMENT. SUCH AMENDMENT SHALL INCLUDE A SUPPLEMENT TO SCHEDULE I
REFLECTING THE AMOUNT OF PURCHASED SECURITIES THAT THE COMPANY WILL ISSUE TO
EACH PURCHASER ON SUCH SUBSEQUENT CLOSING DATE AND THE AGGREGATE PURCHASE PRICE