Common use of Conditions to Initial Closing Clause in Contracts

Conditions to Initial Closing. The Investor's obligation to ----------------------------- close on the Initial Closing shall be subject to the fulfillment on or prior to the Initial Closing Date of the following conditions: (a) The representations and warranties made by the Company and the Founder contained in this Agreement shall be true and correct when made, and shall be true and correct on the Initial Closing Date with the same force and effect as if they had been made on and as of the Initial Closing Date. (b) The Company and the Founder shall have performed all obligations and conditions herein required to be performed or observed by each of them on or prior to the Initial Closing Date. (c) The Investor shall have received from the Company and the Founder all items required to be delivered pursuant to Section 2.3 of this Agreement. (d) The Company shall have obtained all consents, permits and waivers deemed necessary or appropriate for the consummation of the transactions contemplated by this Agreement, including, but not limited to, the requisite approval of the Board of Directors and the shareholders of the Company of: (i) this Agreement; (ii) the Amendment; (iii) the issuance of the Notes, the Warrants, the Preferred Stock, the Conversion Shares and the other Securities; and (iv) the consummation of all other transactions contemplated hereby. (e) The Amendment shall have been filed with the proper offices of the Secretary of the Commonwealth of the Commonwealth of Pennsylvania. (f) The Company shall have paid the Investor's legal fees and disbursements of Investor's counsel related to this transaction, in the amount indicated on bills presented to the Company at the Initial Closing.

Conditions to Initial Closing. The Investor's obligation to ----------------------------- close on the Initial Closing It shall be subject a condition to the fulfillment on or prior to the Initial Closing Date of the following conditions: (a) The representations and warranties made by the Company and the Founder contained in this Agreement shall be true and correct when made, and shall be true and correct on the Initial Closing Date with the same force and effect as if they had been made on and as of the Initial Closing Date. (b) The Company and the Founder shall have performed all obligations and conditions herein required to be performed or observed by each of them on or prior to the Initial Closing Date. (c) The Investor shall have received from the Company and the Founder all items required to be delivered pursuant to Section 2.3 of this Agreement. (d) The Company shall have obtained all consents, permits and waivers deemed necessary or appropriate for the consummation of the transactions contemplated by this Agreement at the Initial Closing that the Company shall have, concurrently with the execution of this Agreement by the Investors, executed and delivered: (a) A copy of an agreement of The Travelers Insurance Company ("Travelers") with the Company limiting the amount of warrants to be issued to Travelers by the Company pursuant to the Note Purchase Agreement, includingentered into as of August 21, but not limited to2001 by the Company and Travelers, the requisite approval to seventy percent (70%) of the Board relevant indebtedness issued under such agreement; (b) to the Collateral Agent (as such term is defined therein) the Security Agreement (as defined in Section 4(a)) in the form attached to this Agreement as Exhibit C, and two completed originals of Directors a UCC Form 1 suitable for filing and the shareholders of applicable federal assignment forms executed by the Company of: sufficient for the Collateral Agent to perfect the security interests created therein; (i) this Agreement; (iic) the Amendment; Registration Rights Agreement, dated as of November 27, 2001, by and among the Company and the Investors (iiithe "Registration Rights Agreement") in the issuance of the Notes, form attached to this Agreement as Exhibit D; (d) the Warrants, each such Warrant to be in the Preferred Stock, amount required to be issued to each Investor on the Conversion Shares date of the Initial Closing pursuant to Section 1(d) and in the other Securitiesform attached to this Agreement as Exhibit B; and (iv) the consummation of all other transactions contemplated hereby.and (e) The Amendment shall have a legal opinion of Company's counsel to the effect that the entering into of this Agreement by the Company has been filed duly authorized by all necessary corporate action of the Company and that the execution, delivery and performance of this Agreement by the Company will not violate or conflict with the proper offices Amended and Restated Articles of Incorporation or Bylaws of the Secretary of the Commonwealth of the Commonwealth of PennsylvaniaCompany. (f) The Company shall have paid the Investor's legal fees and disbursements of Investor's counsel related to this transaction, in the amount indicated on bills presented to the Company at the Initial Closing.

Conditions to Initial Closing. The Investor's obligation to ----------------------------- close on the Initial Closing shall be subject to the fulfillment on or prior to the Initial Closing Date of the following conditions: (a) The representations and warranties made by the Company and the Founder contained in this Agreement shall be true and correct when made, and shall be true and correct on the Initial Closing Date with the same force and effect as if they had been made on and as of the Initial Closing Date. (b) The Company and the Founder shall have performed all obligations and conditions herein required to be performed or observed by each of them on or prior to the Initial Closing Date. (c) The Investor shall have received from the Company and the Founder all items required to be delivered pursuant to Section 2.3 of this Agreement. (d) The Company shall have obtained all consents, permits and waivers deemed necessary or appropriate for the consummation of the transactions contemplated by this Agreement, including, but not limited to, the requisite approval of the Board of Directors and the shareholders of the Company of: (i) this Agreement; (ii) the Amendment; (iii) the issuance of the Notes, the Warrants, the Preferred Stock, the Conversion Shares and the other Securities; and (iv) the consummation of all other transactions contemplated hereby. (e) The Amendment shall have been filed with the proper offices of the Secretary of the Commonwealth of the Commonwealth of Pennsylvania. (f) An employment agreement, in the form of Exhibit F attached --------- hereto (the "Employment Agreement"), shall have been executed and delivered by and between the Company and the Founder. (g) The Company shall have amended and restated its By-Laws, in the form attached hereto as Exhibit G. --------- (h) The Investor and all holders of Common Stock of the Company shall have executed a Shareholders' Agreement (the "Shareholders' Agreement"), in the form attached hereto as Exhibit H. --------- (i) The Founder shall have voted his shares of Common Stock in favor of one nominee to the Company's Board of Directors identified by the Investor and such nominee shall have been elected as a director of the Company (the "Designated Director"). (j) The Company shall have paid the Investor's legal fees and disbursements of Investor's counsel related to this transaction, in the amount indicated on bills presented to the Company at the Initial Closing, in an amount not to exceed $15,000. (k) The Founder shall have amended his personal bank line of credit, promissory notes and all other agreements evidencing loans to the Founder, the proceeds of which the Founder contributed to the Company, or shall have made arrangements satisfactory to the Investor in its sole discretion that the Founder shall do so shortly after the Initial Closing, such that upon repayment of such indebtedness of the Founder by the Company through the use of a portion of the Purchase Price, which the Investor hereby approves as an appropriate use of such proceeds, the Company shall have available to it an equivalent line of credit from a commercial lender and the Founder, if such lender requires, shall have guaranteed such line of credit and pledged his personal assets as security for such guaranty. (l) The Company shall have adopted an employee stock option plan (the "ESOP"), in the form attached hereto as Exhibit I. --------- (m) The Company shall have obtained, or made arrangements satisfactory to the Investor for obtaining shortly after the Initial Closing, "key-man" life insurance on the life of the Founder in the amount of $500,000, with the Investor designated as beneficiary. (n) A non-disclosure agreement, in the form attached hereto as Exhibit J (the "Non-Disclosure Agreement"), shall have been executed and --------- delivered to the Company prior to the Initial Closing by each current employee of the Company other than the Founder.