PRINCIPAL SECURITIES EXCHANGE OR TRADING MARKET
WHERE SUCH SECURITY IS LISTED OR TRADED AS REPORTED BY BLOOMBERG, OR IF THE
FOREGOING DO NOT APPLY, THE LAST CLOSING BID PRICE OF SUCH SECURITY IN THE
OVER-THE-COUNTER MARKET ON THE ELECTRONIC BULLETIN BOARD FOR SUCH SECURITY AS
REPORTED BY BLOOMBERG, OR, IF NO CLOSING BID PRICE IS REPORTED FOR SUCH SECURITY
BY BLOOMBERG, THE AVERAGE OF THE BID PRICES OF ANY MARKET MAKERS FOR SUCH
SECURITY AS REPORTED IN THE "PINK SHEETS" BY PINK SHEETS LLC (FORMERLY THE
NATIONAL QUOTATION BUREAU, INC.).
IF THE CLOSING BID PRICE CANNOT BE CALCULATED
FOR A SECURITY ON A PARTICULAR DATE ON ANY OF THE FOREGOING BASES, THE CLOSING
BID PRICE OF SUCH SECURITY ON SUCH DATE SHALL BE THE FAIR MARKET VALUE AS
MUTUALLY DETERMINED BY THE COMPANY AND THE HOLDER OF COMMON SHARES.
ALL SUCH
DETERMINATIONS TO BE APPROPRIATELY ADJUSTED FOR ANY STOCK DIVIDEND, STOCK SPLIT,
STOCK COMBINATION OR OTHER SIMILAR TRANSACTION DURING THE APPLICABLE CALCULATION
PERIOD.
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6.
CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.
THE OBLIGATION OF THE COMPANY HEREUNDER TO ISSUE AND SELL THE COMMON SHARES TO
EACH BUYER AT THE CLOSING IS SUBJECT TO THE SATISFACTION, AT OR BEFORE THE
CLOSING DATE, OF EACH OF THE FOLLOWING CONDITIONS, PROVIDED THAT THESE
CONDITIONS ARE FOR THE COMPANY'S SOLE BENEFIT AND MAY BE WAIVED BY THE COMPANY
AT ANY TIME IN ITS SOLE DISCRETION BY PROVIDING EACH BUYER WITH PRIOR WRITTEN
NOTICE THEREOF:
(A)
SUCH BUYER SHALL HAVE EXECUTED EACH OF THE TRANSACTION DOCUMENTS
TO WHICH IT IS A PARTY AND DELIVERED THE SAME TO THE COMPANY.
(B)
SUCH BUYER AND EACH OTHER BUYER SHALL HAVE DELIVERED TO THE
COMPANY THE PURCHASE PRICE FOR THE COMMON SHARES BEING PURCHASED BY SUCH BUYER
AT THE CLOSING BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS PURSUANT TO THE
WIRE INSTRUCTIONS PROVIDED BY THE COMPANY.
(C)
THE REPRESENTATIONS AND WARRANTIES OF SUCH BUYER SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS (EXCEPT FOR THOSE REPRESENTATIONS AND
WARRANTIES THAT ARE QUALIFIED BY MATERIALITY OR MATERIAL ADVERSE EFFECT, WHICH
SHALL BE TRUE AND CORRECT IN ALL RESPECTS) AS OF THE DATE WHEN MADE AND AS OF
THE CLOSING DATE AS THOUGH MADE AT THAT TIME (EXCEPT FOR REPRESENTATIONS AND
WARRANTIES THAT SPEAK AS OF A SPECIFIC DATE, WHICH SHALL BE TRUE AND CORRECT AS
OF SUCH SPECIFIED DATE), AND SUCH BUYER SHALL HAVE PERFORMED, SATISFIED AND
COMPLIED IN ALL MATERIAL RESPECTS WITH THE COVENANTS, AGREEMENTS AND CONDITIONS
REQUIRED BY THIS AGREEMENT TO BE PERFORMED, SATISFIED OR COMPLIED WITH BY SUCH
BUYER AT OR PRIOR TO THE CLOSING DATE.
(D)
THE COMPANY SHALL HAVE OBTAINED THE APPROVAL OF THE PRINCIPAL
MARKET WITH RESPECT TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS.
(E)
NO JUDGMENT, WRIT, ORDER, INJUNCTION, AWARD OR DECREE OF OR BY ANY
COURT, OR JUDGE, JUSTICE OR MAGISTRATE, INCLUDING ANY BANKRUPTCY COURT OR JUDGE,
OR ANY ORDER OF OR BY ANY GOVERNMENTAL AUTHORITY, SHALL HAVE BEEN ISSUED, AND NO
ACTION OR PROCEEDING