ACCREDITED INVESTORS.
(D)
IF THE PURCHASER IS A LIMITED LIABILITY
COMPANY OR OTHER LEGAL ENTITY (I) IT WAS NOT FORMED FOR THE SPECIFIC PURPOSE OF
ACQUIRING THE SHARES AND TOTAL ASSETS IN EXCESS OF $5,000,000, OR (II) ALL OF
ITS EQUITY OWNERS INDIVIDUALLY QUALIFY AS ACCREDITED INVESTORS.
4.
PURCHASE AND SALE OF THE SHARES.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS PURCHASE AGREEMENT, THE COMPANY
AGREES TO ISSUE AND SELL TO THE PURCHASER AND THE PURCHASER AGREES TO PURCHASE
FROM THE COMPANY, AT THE CLOSING, SUCH NUMBER OF SHARES OF COMMON STOCK AS IS
STATED ON THE LAST PAGE OF THIS AGREEMENT, FREE AND CLEAR OF ALL RESTRICTIVE AND
OTHER LEGENDS (EXCEPT AS EXPRESSLY PROVIDED HEREIN), AT A PURCHASE PRICE OF $.50
PER SHARE.
The Closing shall be held at 10:00 a.m. on at the offices of Rice,Voelker LLC on
August 12, 2005.
At the Closing, the Company will execute and deliver to you,
unless otherwise requested by you, a single stock certificate, registered in the
name and for the number of Shares set forth on the last page of this Agreement,
dated the date of the Closing, against payment of the purchase price by wire
transfer of immediately available funds or delivery of an official bank check in
Federal Funds or other immediately available funds.
5.
CONDITIONS TO THE PURCHASER'S
OBLIGATIONS.
THE OBLIGATION OF EACH PURCHASER TO PURCHASE AND PAY FOR THE
SHARES TO BE ACQUIRED BY IT AT THE CLOSING SHALL BE SUBJECT TO THE COMPLIANCE BY
THE COMPANY WITH ITS AGREEMENTS HEREIN CONTAINED, AND TO THE SATISFACTION AT OR
BEFORE SUCH CLOSING OF THE FOLLOWING FURTHER CONDITIONS:
5.1
SALE OF SHARES.
THE COMPANY WILL ISSUE AND
SELL THE SHARES AT THE TIME AND IN THE MANNER PROVIDED AND RECEIVE PAYMENT
THEREFOR IN THE AMOUNTS AND FOR THE CONSIDERATION SPECIFIED IN SECTION 4.
5.2
ACCURACY OF REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 2 OF THIS PURCHASE
AGREEMENT SHALL BE TRUE AND CORRECT ON AND AS OF THE DATE OF THE CLOSING WITH
THE SAME FORCE AND EFFECT AS THOUGH MADE ON AND AS OF THE DATE OF SUCH CLOSING;
NO EVENT WHICH, IF THE SHARES HAD BEEN OUTSTANDING, FROM THE PASSAGE OF TIME OR
GIVING OF NOTICE, OR BOTH, WOULD BECOME SUCH AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING ON THE DATE OF THE CLOSING; BETWEEN THE DATE HEREOF
AND THE CLOSING, NEITHER THE BUSINESS NOR ASSETS NOR THE CONDITION, FINANCIAL OR
OTHERWISE, OF THE COMPANY AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS SHALL
HAVE BEEN ADVERSELY AFFECTED IN ANY MATERIAL MANNER AS THE RESULT OF ANY FIRE,
EXPLOSION, ACCIDENT, DROUGHT, STRIKE, LOCKOUT, RIOT, SABOTAGE, CONFISCATION,
CONDEMNATION OR PURCHASE OF ANY PROPERTY BY GOVERNMENTAL AUTHORITY, ACTIVITIES
OF ARMED FORCES OR ACTS OF GOD OR THE PUBLIC ENEMY, OR OTHER EVENT OR
DEVELOPMENT.
5.3
PROPER PROCEEDINGS.
ALL PROPER CORPORATE
PROCEEDINGS SHALL HAVE BEEN TAKEN BY THE COMPANY TO AUTHORIZE THIS PURCHASE
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
5.4
DELIVERY OF OTHER