Common use of Agreement to Advance Funds Clause in Contracts

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (b) The Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends. (c) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (d) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (e) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.Advance; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (b) The Escrow Agent Investor shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends. (c) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (d) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (e) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (b) The Escrow Agent Investor shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends. (c) the Company's ’s Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (d) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (e) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "“reporting company" ” under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's ’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's ’s transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent the Placement Agent's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.Advance; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from the Company's independent certified public accountants as to its the accountant's ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from the Company's independent certified public accountants Bagell, Josephs & Company LLC as to its the accountant's ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.Advance; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and; (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from the Company's independent certified public accountants as to its the accountant's ability to provide all consents required in order to file a registration statement in connection with this transaction;; and (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (b) The Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends. (c) the Company's ’s Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (d) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (e) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "“reporting company" ” under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's ’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's ’s transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from the Company's independent certified public accountants as to its the accountant's ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgementacknowledgement from EKS&H, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, acknowledgement from the Company's independent certified public accountants as to its the accountant's ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Gordon, Hughes and Banks LLP as to its ability to xxx xbixxxx xo provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from Harold Specter, CPA, the Company's independent certified public accountants as xxxxxxxxxx, xx to its the accountant's ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (b) The the Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends. (c) the Company's ’s Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (d) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (e) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "“reporting company" ” under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's ’s transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants BDO Seidman LLP as to its ability to provide all consents required in requxxxx xx order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (b) The the Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends. (c) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; ; (d) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (e) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (c) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The the Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.32. 3. Such shares shall be free of restrictive legends.; (ciii) the Company's ’s Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "“reporting company" ” under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and; (gvii) the conditions set forth in Section 7.2 shall have been satisfied.; (hviii) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants BDO Xxxxxxx, LLP as to its ability to provide all consents required in order to file a registration statement in connection with this transaction;; and (iix) The Company's ’s transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Xxxxxx & Co. as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof, (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) The Company shall maintain the Common Stock's authorization for quotation on the National Association of Securities Dealers Over the Counter Bulletin Board; (vii) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gviii) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (b) The the Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends. (c) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (d) the Company shall have obtained all material permits and qualifications required by any applicable U.S. state or Canadian province for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (e) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants HJ Associates, LLC as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from Mendlowitz Weitsen, LLP, the Company's independent certified public accountants accountant, as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and; (gvii) the conditions set forth in Section 7.2 shall have been satisfied.; and (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iviii) The Company's transfer agent shall be DWAC eligible. (b) In the event that the Investor shall fail to advance and pay funds to the Company as provided in this Agreement, the Company shall provide the Investor written notice of such failure, of which receipt shall be confirmed by the sending party by providing a confirmation of successful facsimile transmission, in the event such failure to perform is not cured within ten (10) business days from the receipt of such notice from the Company the Investor shall be liable to the Company for (i) the amount of the Advance it is obligated to make together with interest thereon at a rate of three percent (3%) in excess of Prime Rate (as set forth in the Midwest Edition of the Wall Street Journal, (ii) any and all reasonable losses or damage incurred by the Company as a result of the Investor to timely advance funds to the Company as provided herein, and (iii) all reasonable costs and expenses which the Company has incurred in their effort to collect from the Investor the amount of such Advance and any damages, including without limitation, a reasonable sum for its attorney's fees.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the CompanyForefront, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent the Placement Agent's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.Advance; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent the Company's Common Stock shall have been authorized for quotation on the Principal Market. (iii) Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (civ) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (dv) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (evi) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvii) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and; (gviii) the conditions set forth in Section 7.2 shall have been satisfied.; (hix) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Kost, Forer, Gabbay & Kasierer, a member of Ersnt & Young Global, as to its ability to provide all consents required in order to file a registration statement in connection with this transaction;; and (ix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Xxxxxxxx & Xxxxxxx, X.X. as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The (a) Each Investor agrees to advance its proportionate shares of the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the InvestorInvestors, of this Agreement and the Exhibits hereto; (bii) The the Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvi) the conditions set forth in Section 7.2 shall have been satisfied. (hvii) the Company shall have provided to the Investor Investors an acknowledgement, from the Company's independent certified public accountants auditors as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iviii) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to Balukoff, Lindstrom & Co., P.X. xx xx its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent the Company's Common Stock shall have been authorized for quotation on the Principal Market. (iii) Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (civ) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (dv) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (evi) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvii) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and; (gviii) the conditions set forth in Section 7.2 shall have been satisfied.; (hix) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants ____________ as to its ability to provide all consents required in order to file a registration statement in connection with this transaction;; and (ix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state the States of New Jersey and New York for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from the Company's independent certified public accountants as to its the accountant's ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice Commitment Amount to the Company Escrow Agent after the completion of each of the following conditions and the other conditions set forth in this AgreementAgreement required to be completed prior to advancement of the Commitment Amount: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits and Schedules hereto; (b) The Escrow Agent the Company’s transfer agent shall have received set aside in reserve the number of shares of Common Registered Stock applicable to required by Section 2.2(b) for the Advance in accordance with Section 2.3. Such shares shall be free benefit of restrictive legends.the Investor; (c) the Company's Registration Statement with respect to the resale there shall not have been any stop order or suspension of the Registrable Securities in accordance with the terms effectiveness of the Shelf Registration Rights Agreement shall have been declared effective by the SECStatement; (d) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable SecuritiesRegistered Stock, or shall have and the availability of exemptions therefrom. The sale and issuance of the Registrable Securities Registered Stock shall be legally permitted by all laws and regulations to which the Company is subject; (e) the Company shall have filed file with the Commission in a timely manner a prospectus supplement under Securities Act Rule 424(b) describing the specific plan of distribution (the “PROSPECTUS SUPPLEMENT”) and all reports, notices and other documents required of a "“reporting company" ” under the Exchange Act and applicable Commission SEC regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gf) the conditions set forth in Section 7.2 shall have been satisfiedsatisfied as of the time of the advancement of the Commitment Amount. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and; (gvii) the conditions set forth in Section 7.2 shall have been satisfied.; and (hviii) the Company shall have provided to the Investor an acknowledgementacknowledgement to the satisfaction of the Investor, from the Company's independent certified public accountants as to its the accountant's ability to provide all consents required in order to file a registration statement Registration Statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Stonefield Xxxxxxxxx as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants ___________ as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the L.L. Bradford & Company's independent certified public accountants , LLC as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution Company shall have executed and delivery by delivered to the CompanyInvestor this Agreement, and the InvestorRegistration Rights Agreement, of this the Escrow Agreement and the Exhibits heretoPlacement Agent Agreement; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Xxxxxxx Xxxxxx & Company's independent certified public accountants , LLP as to its ability to provide all consents required in order to file a registration statement in connection with this transaction;; and (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Xxxxx Xxxxxx & Xxxxx LLP as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Follmer Rudzewicz PLC as to its ability xxxxxxy to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: : (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; ; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends. 2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; ; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; ; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; ; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. . (hviii) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Wxxxxxxx & Wxxxxxx as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; ; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as Stark Winter Schenkein & Co., LLX xx to its ability to provide abixxxx xx xrovide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants HJ & Associates as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees Investors agree to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the InvestorInvestors, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investors' counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.Advance; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and; (gvii) the conditions set forth in Section 7.2 shall have been satisfied.; and (hviii) Investors shall received an opinion letter from counsel to the Company shall have provided to (updated where applicable) on the Investor an acknowledgement, from date hereof and updated annually for the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with life of the this transaction; (i) The Company's transfer agent shall be DWAC eligibleAgreement.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) and 2.3 hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission SEC in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission SEC regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and; (gvii) the conditions set forth in Section 7.2 shall have been satisfied.; (hviii) the Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from the Company's independent certified public accountants as to its the accountant's ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.; and

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent the Company's Common Stock shall have been authorized for quotation on the Principal Market. (iii) Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (civ) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (dv) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (evi) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvii) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and; (gviii) the conditions set forth in Section 7.2 shall have been satisfied.; (hix) the Company shall have provided to the Investor an acknowledgement, auditor letter from the Company's its independent certified public accountants as accountant in a form acceptable to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.the Investor; and

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Russell Bedford Stefanou LLP as to its ability to provide xxx xxxxxxx xx xxxxxxx all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants SF Partnership, LLP as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Stark Winter Schenkein & Co., LLP as to its ability to provide all consents required axx xonsents rxxxxxxx in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (b) The Escrow Agent the Investor shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.; (c) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (d) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (e) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied.; (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Ham, Langston & Brezina, LLP as to its ability to provide xx xxx xxxxxty xx xxxxide all consents required in order to file a registration statement in connection with this transaction;; and (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Weiser LLP as to its ability axxxxxx to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent the Company's Common Stock shall have been authorized for quotation on the Principal Market . (iii) Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (civ) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (dv) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (evi) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvii) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and; (gviii) the conditions set forth in Section 7.2 shall have been satisfied.; and (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The (a) Each Investor agrees to advance its proportionate share of the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the InvestorInvestors, of this Agreement and the Exhibits hereto; (bii) The the Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvi) the conditions set forth in Section 7.2 shall have been satisfied. (hvii) the Company shall have provided to the Investor Investors an acknowledgement, from the Company's independent certified public accountants auditors as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iviii) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied.; (hviii) the The Company shall have provided to the Investor an acknowledgement, from ____________, the Company's independent certified public accountants accountant, as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Bagell, Josephs & Company's independent certified public accountants , LLC as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(d) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Mark Cohen, CPA, or anxxxxx xxxxified CPA, as to its his ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Xxxxxxxxx & Associates as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants HJ & Associates, LLC as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Parks, Tschopp, Whitcomb & Orr, P.A. as to its ability to provide abilxxx xx xrovxxx all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (b) The Escrow Agent Investor shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends. (c) the Company's ’s Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (d) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (e) the Company shall have filed with the Commission SEC in a timely manner all reports, notices and other documents required of a "“reporting company" ” under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's ’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The the stockholders of the Company shall have approved the issuance of the shares of Common Stock as contemplated by this Agreement as required by the rules of the American Stock Exchange; and (j) the Company's ’s transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.Sections 2.2(c) and 2.3 hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission SEC regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and; (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from the Company's independent certified public accountants as to its the accountant's ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.; and

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Xxxxxxxxxxx & Associates, P.A. as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: : (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; ; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends. 2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; ; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; ; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; ; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. . (h) the viii)the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Xxxxxx Xxxxxxxx P.C, as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; ; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent the Company's Common Stock shall have been authorized for quotation on the National Association of Securities Dealers Inc.'s Over the Counter Bulletin Board. (iii) Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (civ) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (dv) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (evi) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvii) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gviii) the conditions set forth in Section 7.2 shall have been satisfied. (hix) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Xxxxxxxxx & Xxxxxx as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (ix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (b) The Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.; (c) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (d) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (e) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto;; 5 (b) The Escrow Agent Investor shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends. (c) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (d) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (e) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Xxxxx Xxxxxxxx, CPA as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Russell and Atkins, LLP as to its ability to provide all consents required rxxxxxxx in order to oxxxx xo file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Xxxxx Xxxxxx, Xxxxxxx Xxxx & Company as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom; provided that the Investor shall provide the Company with a list of the states in which qualification is desired on the date the Agreement is executed as provide in Schedule 2.5 (iv). The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission SEC in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission SEC regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iviii) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iviii) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Jeffrey G. Klein, Esq. as to its ability to provide all consents required in order to reqxxxxx xx xxxxx xo file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Ahearn Jasco & Company as to its ability abxxxxx to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (b) The Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends. (c) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (d) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (e) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Farber & Hass, LLP as to its ability to provide all consents required rexxxxxx in order xxxer to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent the Company's Common Stock shall have been authorized for quotation on the Principal Market. (iii) Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (civ) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (dv) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (evi) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting companyREPORTING COMPANY" under the Exchange Act and applicable Commission regulations; (fvii) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and; (gviii) the conditions set forth in Section 7.2 shall have been satisfied.; (hix) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Xxxxxxx Xxxx Xxxxxxx PC as to its ability to provide all consents required in order to file a registration statement in connection with this transaction;; and (ix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent the Company's Common Stock shall have been authorized for quotation on the Principal Market. (iii) Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (civ) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (dv) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (evi) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvii) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and; (gviii) the conditions set forth in Section 7.2 shall have been satisfied.; (hix) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Grant Thorton, LLP as to its ability to provide abilxxx xx xxxxxxx all consents required in order to file a registration statement in connection with this transaction;; and (ix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (b) The Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends. (c) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (d) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (e) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Heard, XxXxxxx & Xxxxxx, LLP as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (b) The the Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends. (c) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (d) the Company shall have obtained all material permits and qualifications quali- fications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (e) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Sherb & Co. as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the all Exhibits and Attachments hereto; (bii) The Escrow Agent the Investor shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.Advance; (ciii) the Company's Investor shall have received the Advance Warrant applicable to the Advance; (iv) the Company"s Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (dv) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (evi) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations;; and (fvii) the fees as set forth in Section 12.4 13.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(d) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Xxxx Xxxxx, CPA, or another qualified CPA, as to its his ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "“reporting company" ” under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Xxxxxx & Co. as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's ’s Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "“reporting company" ” under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from the Company's independent certified public ’s accountants as to its the accountant’s ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's ’s transfer agent shall be DWAC eligible. (a) Requests for Advances Prior to Any of the Above Conditions In the event that the Company requests an advance without compliance with the above conditions the investor may, at their sole discretion advance funds to the company under the following conditions: (i) The company will return all advanced funds or a mutually agreed equivalent consideration within two business days after a demand for such a return is placed by Jantaq INC. All advances made under this arrangement will accrue interest at the rate of 12% per annum and will accrue from the date in which the advance is made.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(d) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from the Company's independent certified public accountants as to its ability Beemer, Pricher Kuehnhackl & Heidbxxxx XA xx xx xhx xxxxxxxxnt'x xxxxxxy to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent the Company’s Common Stock shall have been authorized for quotation on the Principal Market. (iii) Investor’s Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (civ) the Company's ’s Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (dv) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (evi) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "“reporting company" ” under the Exchange Act and applicable Commission regulations; (fvii) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and; (gviii) the conditions set forth in Section 7.2 shall have been satisfied.; (hix) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Mxxxxx & Bxxxxx, PLLC as to its ability to provide all consents required in order to file a registration statement in connection with this transaction;; and (ix) The Company's ’s transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Xxxxx Xxxxxx & Xxxxx, LLP as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to instruct the Escrow Agent to advance the amount specified in the Advance Notice minus the fees, expenses and disbursements of the Investor and the Escrow Agent in accordance with Section 12.4 herein to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor’s Counsel shall have received certificates for the shares of Common Stock Ordinary Shares applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's ’s Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state New York, New Jersey, and Utah for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "“foreign reporting company" ” under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and; (gvii) the Company shall have received shareholder approval for the performance of the terms of this Agreement; (viii) the conditions set forth in Section 7.2 shall have been satisfied.; and (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's ’s transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 13.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 8.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Xxxxxx Xxxxxxx & Xxxxxxx as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, to the satisfaction of the Investor, from Jay Shapiro, Certified Public Acxxxxxxxx, xs to the Companyaccountant's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied.; (hviii) the The Company shall have provided to the Investor an acknowledgement, from Xxxxxx Xxxxxxx & Xxxxxxx, the Company's independent certified public accountants accountant, as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (b) The the Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends. (c) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (d) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; ; (e) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants White & Associates as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants HJ & Associates, LLC as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent the Company's Common Stock shall have been authorized for quotation on the Principal Market. (iii) Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (civ) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (dv) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (evi) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvii) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and; (gviii) the conditions set forth in Section 7.2 shall have been satisfied.; (hix) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants _________ as to its ability to provide all consents required in order to file a registration statement in connection with this transaction;; and (ix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iviii) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Follmer Rudzewicz PLC as to its ability to provide all consents alx xxxxents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (b) The Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends. (c) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (d) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (e) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a Section 15(d) "reporting company" under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants auditor as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) except as disclosed to the Investor the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Dxxx Xxxxxxxx Xxxx Hilton as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (bii) The Escrow Agent Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants XxXxxxxx Xxxxxx & Xxxxxx LLP as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible. (b) In the event the Investor fails to perform its obligations as mandated in Section 2.5(a), and specifically fails to provide the Company with the proceeds from an Advance, the Investor acknowledges that the Company shall suffer financial hardship and therefore shall be liable for any and all losses, commissions, fees or financial hardship caused to the Company.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (ciii) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (div) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefromthere from. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (ev) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvi) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gvii) the conditions set forth in Section 7.2 shall have been satisfied. (hviii) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants BDO Xxxxxxx LLP as to its ability to provide all consents required in order to file a registration statement in connection with this transaction; (iix) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (a) the execution and delivery by the Company, and the Investor, of this Agreement and the Exhibits hereto; (b) The the Escrow Agent shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends. (c) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (d) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (e) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (f) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (g) the conditions set forth in Section 7.2 shall have been satisfied. (h) the Company shall have provided to the Investor an acknowledgement, from the Bagell Josephs & Company's independent certified public accountants , LLC as to its ability to provide all consents required in consexxx xxxxxxxx xn order to file a registration statement in connection with this transaction; (i) The Company's transfer agent shall be DWAC eligible.

Agreement to Advance Funds. (a) The Investor agrees to advance the amount specified in the Advance Notice to the Company after the completion of each of the following conditions and the other conditions set forth in this Agreement: (ai) the execution and delivery by the Company, and the Investor, of this Agreement Agreement, and the Exhibits hereto; (bii) The Escrow Agent the Company's Common Stock shall have been authorized for quotation on the National Association of Securities Dealers Inc.'s Over the Counter Bulletin Board. (iii) Investor's Counsel shall have received the shares of Common Stock applicable to the Advance in accordance with Section 2.3. Such shares shall be free of restrictive legends.2.2(c) hereof; (civ) the Company's Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the Registration Rights Agreement shall have been declared effective by the SEC; (dv) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (evi) the Company shall have filed with the Commission in a timely manner all reports, notices and other documents required of a "reporting company" under the Exchange Act and applicable Commission regulations; (fvii) the fees as set forth in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (gviii) the conditions set forth in Section 7.2 shall have been satisfied. (hix) the The Company shall have provided to the Investor an acknowledgement, from the Company's independent certified public accountants Beckstead & Watts LLP as to its ability to provide axxxxxx xx proxxxx all consents required in order to file a registration statement in connection with this transaction; (ix) The Company's transfer agent shall be DWAC eligible.