Closing Memorandum for Preferred Stock Financing

Document
Number

A.   Matters Completed Prior to the Closing.

1. The Board of Directors of , a _______________ corporation (the "Company"), [by Action by Unanimous Written Consent effective] [at a meeting held on] [BOARD APPROVAL DATE], (i) approved the Amended and Restated Charter of Incorporation in the form attached to the Series Preferred Stock Purchase Agreement (the "Purchase Agreement") as Exhibit B (the "Restated Charter"); (ii) and approved the Purchase Agreement and the sale of [NUMBER] shares of Series Preferred Stock at a purchase price of $ per share to the purchasers listed on Exhibit A to the Agreement (the "Purchasers")

2. The stockholders of the Company, by written consent effective [DATE], approved the Restated Charter

3. On [DATE], the Company filed the Restated Charter with the Secretary of State of the State of [STATE OF INCORPORATION]

B.   Matters Completed at the Closing.

Except as otherwise stated herein, all of the transactions at the Closing were deemed to take place simultaneously and no delivery or payment was considered made until all deliveries and payments were completed.

1. Series ____ Preferred Stock Purchase Agreement.

The Company and the Purchasers executed and delivered the Agreement with the exhibits below

EXHIBITS

EXHIBIT A     Schedule of Purchasers
EXHIBIT B     Amended and....