THE SATISFACTION OR WAIVER BY THE COMPANY, AT OR
BEFORE THE CLOSING, OF EACH OF THE FOLLOWING CONDITIONS:
5.1
REPRESENTATIONS AND WARRANTIES. THE
REPRESENTATIONS AND WARRANTIES OF CIMSA CONTAINED IN THIS AGREEMENT SHALL BE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE WHEN MADE AND AS OF THE
CLOSING DATE AS THOUGH MADE ON AND AS OF SUCH DATE.
5.2
PERFORMANCE.
CIMSA SHALL HAVE PERFORMED,
SATISFIED AND COMPLIED IN ALL MATERIAL RESPECTS WITH ALL AGREEMENTS,
OBLIGATIONS, AND CONDITIONS CONTAINED IN THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY
16
THAT ARE REQUIRED TO BE PERFORMED, SATISFIED OR COMPLIED WITH BY IT ON OR BEFORE
THE CLOSING.
5.3
DELIVERABLES.
CIMSA SHALL HAVE DELIVERED OR
CAUSED TO BE DELIVERED TO THE COMPANY THE CLOSING DELIVERIES SPECIFIED IN
SECTION 1.2(B)(II) HEREOF.
6.
USE OF PROCEEDS. THE COMPANY WILL USE
THE NET PROCEEDS FROM THE SALE OF THE PURCHASED SECURITIES (W) TO EXPAND THE
COMPANY'S UNITED STATES BASED MANUFACTURING CAPABILITIES, (X) TO INVEST IN
APPROPRIATE TOOLING, FOR PRODUCT DEVELOPMENT, (Y) TO PREPAY IN FULL THE
CURRENTLY OUTSTANDING SECURED PROMISSORY NOTE IN FAVOR OF PARSONS REPORTED IN
THE SEC REPORTS AND (Z) FOR GENERAL WORKING CAPITAL PURPOSES, INCLUDING THE
COMPANY EXERTING BEST EFFORTS TO OBTAIN PRODUCTS LIABILITY INSURANCE FOR THE
COMPANY'S GENERAL AVIATION PRODUCTS (OTHER THAN THOSE FOR CIRRUS DESIGN
CORPORATION).
7.
RESERVATION OF SECURITIES.
THE COMPANY
SHALL MAINTAIN A RESERVE FROM ITS DULY AUTHORIZED COMMON SHARES FOR ISSUANCE
PURSUANT TO THE TRANSACTION DOCUMENTS IN SUCH AMOUNT AS MAY BE REQUIRED TO
FULFILL ITS OBLIGATIONS TO ISSUE SUCH COMMON SHARES UNDER THE TRANSACTION
DOCUMENTS.
IN THE EVENT THAT AT ANY TIME THE THEN AUTHORIZED COMMON SHARES ARE
INSUFFICIENT FOR THE COMPANY TO SATISFY ITS OBLIGATIONS TO ISSUE SUCH COMMON
SHARES UNDER THE TRANSACTION DOCUMENTS, THE COMPANY SHALL PROMPTLY TAKE SUCH
ACTIONS AS MAY BE REQUIRED TO INCREASE THE NUMBER OF AUTHORIZED SHARES.
8.
FURNISHING OF INFORMATION.
UNTIL THE
DATE THAT CIMSA MAY SELL ALL OF THE PURCHASED SECURITIES UNDER RULE 144(K) OF
THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE COMPANY COVENANTS TO USE
ITS BEST EFFORTS TO TIMELY FILE (OR OBTAIN EXTENSIONS IN RESPECT THEREOF AND
FILE WITHIN THE APPLICABLE GRACE PERIOD) ALL REPORTS REQUIRED TO BE FILED BY THE
COMPANY AFTER THE DATE HEREOF PURSUANT TO THE EXCHANGE ACT.
9.
INTEGRATION.
THE COMPANY SHALL NOT,
AND SHALL USE ITS BEST EFFORTS TO ENSURE THAT NO AFFILIATE THEREOF SHALL, SELL,
OFFER FOR SALE OR SOLICIT OFFERS TO BUY OR OTHERWISE NEGOTIATE IN RESPECT OF ANY
SECURITY (AS DEFINED IN SECTION 2 OF THE SECURITIES ACT) THAT WOULD BE
INTEGRATED WITH THE OFFER OR SALE OF THE PURCHASED SECURITIES IN A MANNER THAT
WOULD REQUIRE THE REGISTRATION UNDER THE SECURITIES ACT OF THE SALE OF THE
PURCHASED SECURITIES TO CIMSA.
10.
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE
COMPANY SHALL WITHIN TWO (2) BUSINESS DAYS FOLLOWING THE DATE OF THIS AGREEMENT,
ISSUE A PRESS RELEASE REASONABLY ACCEPTABLE TO CIMSA DISCLOSING THE TRANSACTIONS
CONTEMPLATED HEREBY.
WITHIN FOUR (4) BUSINESS