Common use of CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE Clause in Contracts

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Notes and the related Warrants 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 each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have executed and delivered to such Buyer (A) each of the Transaction Documents, (B) the Notes (in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, and (C) the Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of DLA Piper US LLP, the Company’s outside counsel, and Xxxxx Xxxxxx, LLP, the Company’s special outside counsel, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of a date within 10 days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State (or comparable office of Nevada) within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit F. (viii) The representations and warranties of the Company shall be true and correct 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) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. (ix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) In accordance with the terms of the Security Agreement, the Company shall have delivered to the Collateral Agent appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Notes and the related Warrants applicable Series A Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived (in whole or in part) by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company shall have duly executed and delivered to such Buyer (A) each of the Transaction Documents, (B) the Notes (in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, and (C) the Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of DLA Piper US LLP, the Company’s outside counsel, and Xxxxx Xxxxxx, LLP, the Company’s special outside counsel, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto. (iiib) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (ivc) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of in its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdictionState, as of a date within 10 days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of a date within 10 days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State (or comparable office of Nevada) within ten (10) days of the Closing Date. (viid) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to certifying (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Articles Certificate of Incorporation and Incorporation, (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit F. Bylaws and (viiiiv) The representations and warranties of that the Company shall be true and correct 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) and the Company shall have has performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer (e) The representations and warranties of the Company, dated Company shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, to except for representations and warranties that speak as of a specific date other than the foregoing effect Closing Date (which shall be true and correct as to of such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. specified date). (ixf) The Company shall have delivered performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to such Buyer a letter from be performed, satisfied or complied with by the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of Company at or prior to the Closing Date. (xg) The Common Stock (Ii) shall be designated for quotation or listed on the Principal Market and (IIii) shall not have been be suspended, as of in each case, on the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xih) The Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended. (i) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) In accordance with Securities other than the terms of the Security Agreement, the Company shall have delivered to the Collateral Agent appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinionRequired Approvals.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation --------------------------------------------------- of each Buyer hereunder to purchase the Notes Debentures and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for each such Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) a. The Company shall have executed this Agreement and delivered to such Buyer (A) each of the Transaction Documents, (B) the Notes (in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Registration Rights Agreement, and (C) delivered the Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at same to the Closing pursuant to this AgreementBuyer. (ii) Such Buyer shall have received the opinion of DLA Piper US LLP, the Company’s outside counsel, and Xxxxx Xxxxxx, LLP, the Company’s special outside counsel, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto. (iii) b. The Company shall have delivered to such Buyer a copy of duly executed Debentures (in such denominations as the Irrevocable Buyer shall request) and Warrants in accordance with Section 1(b) above. c. The Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the form of Exhibit D attached heretoBuyers, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent's Transfer Agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of a date within 10 days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State (or comparable office of Nevada) within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit F. (viii) d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such The Buyer shall have received a certificatecertificate or certificates, executed by the Chief Executive Officer an executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall 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. f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company. g. Trading in the form attached hereto as Exhibit G. (ix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) OTCBB shall not have been suspendedsuspended by the SEC or the OTCBB. h. The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatenedin form, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents scope and approvals, if any, necessary for the sale of the Securities. (xii) In accordance with the terms of the Security Agreement, the Company shall have delivered substance reasonably satisfactory to the Collateral Agent appropriate financing statements on Form UCC-1 to be duly filed Buyer and in such office or offices substantially the same form as may be necessary or, in the opinionExhibit "D" attached hereto. 8.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Notes and the related Warrants its Convertible Debentures at the each Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (A) each of the Transaction Documents, (B) Documents to which it is a party and the Notes (in such principal amounts as Company shall have duly executed and delivered to such Buyer shall request) being purchased by a Convertible Debenture with a principal amount corresponding to the Subscription Amount set forth opposite such Buyer at Buyer’s name on Schedule of Buyers attached as Schedule I for the Closing pursuant to this Agreement, and (C) the Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this AgreementClosing. (ii) Such Buyer shall have received the opinion of DLA Piper US LLP, counsel to the Company’s outside counsel, and Xxxxx Xxxxxx, LLP, the Company’s special outside counsel, dated as of the First Closing Date, in substantially the form of Exhibit E attached heretoreasonably acceptable to such Buyer. (iii) The Company shall have delivered to such each Buyer a copy copies of its and each Subsidiaries certified copies of its charter, as well as any shareholder or operating agreements by or among the Irrevocable Transfer Agent Instructions, in the form shareholders or members of Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by any of the Company’s transfer agentSubsidiaries. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation incorporation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of a date within 10 days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State (or comparable office of Nevada) within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company Each and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Articles of Incorporation every representation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit F. (viii) The representations and warranties warranty of the Company shall be true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the each Closing Date as though originally 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 specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions set forth in each Transaction Document required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the each Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. (ix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (x) The Common Stock (IA) shall be designated for quotation or listed (as applicable) on the Principal Market and (IIB) shall not have been suspended, as of the each Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the each Closing Date, either (AI) in writing by the SEC or the Principal Market or (BII) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company Such Buyer shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for received the sale of the Securities. (xii) In accordance with the terms of the Security Agreement, the Company shall have delivered to the Collateral Agent appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinionClosing Statement.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for each such Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company shall have executed this Agreement and delivered to such Buyer (A) each of the Transaction Documents, (B) the Notes (in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Registration Rights Agreement, and (C) delivered the Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at same to the Closing pursuant to this AgreementBuyer. (ii) Such Buyer shall have received the opinion of DLA Piper US LLP, the Company’s outside counsel, and Xxxxx Xxxxxx, LLP, the Company’s special outside counsel, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto. (iii) The Company shall have delivered to such Buyer a copy of duly executed Notes (in such denominations as the Buyer shall request) and Warrants in accordance with Section 1(b) above. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the form of Exhibit D attached heretoBuyers, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentTransfer Agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of a date within 10 days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State (or comparable office of Nevada) within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit F. (viii) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such The Buyer shall have received a certificatecertificate or certificates, executed by the Chief Executive Officer chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. (ix) The Company shall have delivered including, but not limited to such Buyer a letter from certificates with respect to the Company’s transfer agent certifying Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the number transactions contemplated hereby. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of shares 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. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company. The Conversion Shares and Warrant Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock outstanding as of a date within five days of the Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) OTCBB shall not have been suspendedsuspended by the SEC or the OTCBB. The Buyer shall have received an opinion of the Company’s counsel, dated as of the Closing Date, by in form, scope and substance reasonably satisfactory to the SEC or Buyer and in substantially the Principal Market from trading on the Principal Market nor same form as Exhibit “D” attached hereto. The Buyer shall suspension by the SEC or the Principal Market have been threatenedreceived an officer’s certificate described in Section 3(c) above, dated as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) In accordance with the terms of the Security Agreement, the Company shall have delivered to the Collateral Agent appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Notes and the related Warrants 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 each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have executed and delivered to such Buyer (A) each of the Transaction Documents, Documents and (B) the Notes (in such principal amounts as is set forth across from such Buyer shall requestBuyer's name in column (3) being purchased by such Buyer at of the Closing pursuant to this Agreement, Schedule of Buyers and (C) the related Warrants (in such principal amounts as is set forth across from such Buyer shall requestBuyer's name in column (4) of the Schedule of Buyers) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of DLA Piper US LLP, the Company’s outside counsel, and Xxxxx XxxxxxHolland & Knight, LLP, the Company’s special 's outside counsel, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing written correspondence from the formation and good standing of Company's service company to the effect that the Company and each of its Subsidiaries is in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, good standing as of a date within 10 ten (10) days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts businessbusiness and is required to so qualify, as of a date within 10 days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Articles Certificate of Incorporation as certified by the Secretary of State of the State (or comparable office of Nevada) Nevada within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Articles Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit F. (viii) The representations and warranties of the Company shall be true and correct 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) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. (ix) The Company shall have delivered to such Buyer a letter from the Company’s 's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) In accordance Simultaneously with the terms of the Security AgreementClosing, the Company shall have repaid $300,000 of its note issued on March 31, 2005 to Independence Water Group in the principal amount of $850,000. The maturity date of each of the following will be extended to no earlier than March 31, 2006 and each will be subordinated to the Securities to the reasonable satisfaction of the Buyer: A loan to the Company from Xxxxx Xxxxxx, CEO of the Company for $300,000 (the "Xxxxxx Loan"). Loans to the Company from Xxxxx Xxxxxxxx, a shareholder of the Company for $250,000 and $200,000 (collectively, the "Xxxxxxxx Loans"). The former loan is witnessed by a note issued to DNV LLC. The Company shall have executed a Letter of Intent to acquire the plant in Savannah, Georgia (the "Savannah LOI"), which Letter of Intent shall grant the Company exclusive negotiation rights through the date which is 30 days after the Closing Date. The Company shall have delivered to such Buyer such other documents relating to the Collateral Agent appropriate financing statements on Form UCC-1 to be duly filed in transactions contemplated by this Agreement as such office Buyer or offices as its counsel may be necessary or, in the opinionreasonably request.