Common use of CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE Clause in Contracts

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The obligation of each Investor hereunder to purchase the Convertible Notes from the Company at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions. These conditions are for each Investor’s respective benefit and may be waived by any Investor at any time in its sole discretion: Section 6.01 The Company will have executed this Agreement and will have delivered this Agreement to the Investor. Section 6.02 The Company will have delivered to the Investor the duly executed Convertible Notes in the amounts specified in Section 1.01. Section 6.03 The representations and warranties of the Company must be true and correct in all material respects as of the Closing as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties must be true and correct as of such date) and the Company must have performed and complied in all material respects with the covenants and conditions required by this Agreement to be performed or complied with by the Company at or prior to the Closing. Section 6.04 No litigation, statute, rule, regulation, executive order, decree, ruling or injunction will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. Section 6.05 There will not exist at the time of Closing any condition or event which would constitute an Event of Default (as hereinafter defined) or which, after notice or lapse of time or both, would constitute an Event of Default. Section 6.06 The Company will have received any consent required under the definitive agreements or instruments governing the Consent Debt to be received prior to the execution of this Agreement or the consummation of the transactions contemplated hereby.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The obligation of each the Investor hereunder to purchase deliver the Convertible Notes from the Company Confirmation at the Closing Delivery is subject to the satisfaction, on or before the Closing Delivery Date, of each of the following conditions. These conditions are for each the Investor’s respective 's benefit and may be waived by any the Investor at any time in its sole discretion: Section 6.01 8.1 The Company will have executed this Agreement and will have delivered this Agreement to the Investor. Section 6.02 The Company will shall have delivered to the Investor the Warrant duly executed Convertible Notes in the amounts specified in Section 1.01executed. Section 6.03 8.2 The representations and warranties of the Company must shall be true and correct in all material respects as of the Closing Delivery Date as though made at that time on such date (except for representations and warranties that speak as of a specific date, which representations and warranties must be true and correct as of such date) and the Company must have performed and complied in all material respects with the covenants and conditions required by this Agreement to be performed or complied with by the Company at or prior to the ClosingDelivery. Section 6.04 8.3 No litigation, statute, rule, regulation, executive order, decree, ruling or injunction will shall have been enacted, entered, promulgated promulgated, endorsed or endorsed threatened by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits or seeks to prohibit the consummation of any of the transactions contemplated by this Agreement. Section 6.05 There will 8.4 Trading and listing of the Common Stock on Nasdaq shall not exist at have been suspended or limited by the time of Closing any condition SEC or event which would constitute an Event of Default (as hereinafter defined) or which, after notice or lapse of time or both, would constitute an Event of DefaultNasdaq. Section 6.06 8.5 The Company will Registration Statement shall have received any consent required under been declared effective by the definitive agreements or instruments governing SEC and no stop order suspending the Consent Debt to be received prior to the execution of this Agreement or the consummation effectiveness of the transactions contemplated herebyRegistration Statement shall have been issued or proceeding therefore initiated or threatened by the SEC.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The obligation of each Investor hereunder to purchase the Convertible Notes from the Company at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions. These conditions are for each Investor’s respective benefit and may be waived by any Investor at any time in its sole discretion: Section 6.01 7.1 The Company will have executed this Agreement and will have delivered this Agreement to the Investor. Section 6.02 7.2 The Company will have delivered to the Investor the duly executed Convertible Notes in the amounts specified in Section 1.011.1. Section 6.03 7.3 The representations and warranties of the Company must be true and correct in all material respects as of the Closing as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties must be true and correct as of such date) and the Company must have performed and complied in all material respects with the covenants and conditions required by this Agreement to be performed or complied with by the Company at or prior to the Closing. Section 6.04 7.4 No litigation, statute, rule, regulation, executive order, decree, ruling or injunction will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. Section 6.05 7.5 Trading and listing of the Common Stock on the Nasdaq must not have been suspended by the SEC or the Nasdaq, nor shall Nasdaq have notified the Company of any failure of the Company to meet any of the continued listing standards. 7.6 The Irrevocable Transfer Agent Instructions, in form and substance substantially like the form attached hereto as Exhibit B will have been delivered to the Company’s transfer agent. 7.7 The Investors will have received an opinion from Faegre & Xxxxxx LLP, counsel to the Company, in the form attached hereto as Exhibit C. 7.8 There will not shall exist at the time of Closing any no condition or event which would constitute an Event of Default (as hereinafter defined) or which, after notice or lapse of time or both, would constitute an Event of Default. Section 6.06 7.9 The Company will shall have received the consent of the Xxxxxxxx Family to the granting of registration rights by this Agreement as required by that certain Registration Rights Agreement dated as of March 11, 2004 by and among the Company and members of the Xxxxxxxx Family. 7.10 The Company shall have received any consent required under the definitive agreements or instruments governing the Consent Senior Debt to be received prior to the execution of this Agreement or the consummation of the transactions contemplated hereby.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The Company understands that the respective Investor's obligation of each Investor hereunder to purchase the Convertible Notes from Shares and receive the Warrants on the Closing Date is conditioned upon: (a) The execution and delivery of this Purchase Agreement and the other Transaction Agreements by the Company; (b) Delivery by the Company at the Closing is subject to the satisfaction, on or before the Closing Date, of each Escrow Agent of the following conditions. These conditions are for each Investor’s respective benefit Certificates and may be waived by any Investor at any time Warrants in its sole discretion:accordance with this Purchase Agreement; Section 6.01 (c) The Company will have executed this Agreement and will have delivered this Agreement to accuracy in all material respects on such Closing Date of the Investor. Section 6.02 The Company will have delivered to the Investor the duly executed Convertible Notes in the amounts specified in Section 1.01. Section 6.03 The representations and warranties of the Company must be true contained in this Purchase Agreement, each as if made on such date, and correct in the performance by the Company on or before such date of all material respects as covenants and agreements of the Closing as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties must Company required to be true and correct as of performed on or before such date; (d) On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company must shall not be in default thereunder; (e) On such Closing Date, the respective Investor shall have performed and complied in all material respects with the covenants and conditions required by this Agreement to be performed or complied with by received an opinion of counsel for the Company at or prior (and delivered to the Closing. Section 6.04 No litigationEscrow Agent), statutedated the Closing Date, rulein form, regulation, executive order, decree, ruling or injunction will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. Section 6.05 There will not exist at the time of Closing any condition or event which would constitute an Event of Default (as hereinafter defined) or which, after notice or lapse of time or both, would constitute an Event of Default. Section 6.06 The Company will have received any consent required under the definitive agreements or instruments governing the Consent Debt to be received prior scope and substance reasonably satisfactory to the execution of this Agreement Investor, substantially to the effect set forth in Annex III attached hereto; (f) There shall not be in effect any law, rule or the consummation of regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and (g) From and after the date hereof to and including such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) no minimum prices shall been established for Shares traded on the Principal Trading Market; and (iii) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Investor, makes it impracticable or inadvisable to purchase the Shares. In addition, on the Closing Date, trading in Common Stock or in securities generally on the Principal Trading Market shall not have been suspended or limited.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The Company understands that the Investors' obligation of each Investor hereunder to purchase the Convertible Notes from Shares and receive the Warrants on the Closing Date is conditioned upon: (a) The execution and delivery of this Purchase Agreement and the other Transaction Agreements by the Company; (b) Delivery by the Company at the Closing is subject to the satisfaction, on or before the Closing Date, of each Escrow Agent of the following conditions. These conditions are for each Investor’s respective benefit Shares and may be waived by any Investor at any time Warrants in its sole discretion:accordance with this Purchase Agreement; Section 6.01 (c) The Company will have executed this Agreement and will have delivered this Agreement to accuracy in all material respects on such Closing Date of the Investor. Section 6.02 The Company will have delivered to the Investor the duly executed Convertible Notes in the amounts specified in Section 1.01. Section 6.03 The representations and warranties of the Company must be true contained in this Purchase Agreement, each as if made on such date, and correct in the performance by the Company on or before such date of all material respects as covenants and agreements of the Closing as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties must be true and correct as of such date) and the Company must have performed and complied in all material respects with the covenants and conditions required by this Agreement to be performed on or complied with by the Company at before such date; (d) There shall not be in effect any law, rule or prior to the Closing. Section 6.04 No litigation, statute, rule, regulation, executive order, decree, ruling regulation prohibiting or injunction will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. Section 6.05 There will not exist at the time of Closing any condition or event which would constitute an Event of Default (as hereinafter defined) or which, after notice or lapse of time or both, would constitute an Event of Default. Section 6.06 The Company will have received any consent required under the definitive agreements or instruments governing the Consent Debt to be received prior to the execution of this Agreement or the consummation of restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained, including but not limited to the listing of the Shares and the Warrant Shares on the American Stock Exchange; and (e) From and after the date hereof to and including such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) no minimum prices shall been established for the Common Stock traded on the Principal Trading Market; and (iii) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Investors, makes it impracticable or inadvisable to purchase the Shares. In addition, on the Closing Date, trading in Common Stock or in securities generally on the Principal Trading Market shall not have been suspended or limited.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The obligation of each the Investor hereunder to purchase deliver the Convertible Notes from the Company Confirmation at the Closing Delivery is subject to the satisfaction, on or before the Closing Delivery Date, of each of the following conditions. These conditions are for each the Investor’s respective 's benefit and may be waived by any the Investor at any time in its sole discretion: Section 6.01 8.1 The Company will have executed this Agreement and will have delivered this Agreement to the Investor. Section 6.02 The Company will shall have delivered to the Investor the duly executed Convertible Notes in certificates representing the amounts specified in Section 1.01Shares. Section 6.03 8.2 The representations and warranties of the Company must shall be true and correct in all material respects as of the Closing Delivery Date as though made at that time on such date (except for representations and warranties that speak as of a specific date, which representations and warranties must be true and correct as of such date) and the Company must have performed and complied in all material respects with the covenants and conditions required by this Agreement to be performed or complied with by the Company at or prior to the ClosingDelivery. Section 6.04 8.3 No litigation, statute, rule, regulation, executive order, decree, ruling or injunction will shall have been enacted, entered, promulgated promulgated, endorsed or endorsed threatened by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits or seeks to prohibit the consummation of any of the transactions contemplated by this Agreement. Section 6.05 There will not exist at the time of Closing any condition or event which would constitute an Event of Default (as hereinafter defined) or which, after notice or lapse of time or both, would constitute an Event of Default. Section 6.06 The Company will have received any consent required under the definitive agreements or instruments governing the Consent Debt to be received prior to the execution of this Agreement or the consummation 8.4 Trading and listing of the transactions contemplated herebyCommon Stock on Nasdaq shall not have been suspended or limited by the SEC or Nasdaq.