Common use of Conditions of the Closing Clause in Contracts

Conditions of the Closing. The Closing shall be held at the offices of May Xxxxx or its counsel. The obligations of May Xxxxx hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company herein as of the date hereof and as of the Closing with respect to the Company as if it had been made on and as of the Closing; the accuracy on and as of the Closing of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company on and as of the Closing of its covenants and obligations hereunder and to the following further conditions: A. At the Closing, May Xxxxx shall receive the opinion of Xxxxxxx X. Xxxxxxx, Esq., counsel to the Company, dated as of the date of the Closing, which opinion shall be in form and substance reasonably satisfactory to counsel for May Xxxxx. B. At or prior to the Closing, counsel for May Xxxxx shall have been furnished such documents, certificates and opinions as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company which has not been disclosed in the Offering Materials or to May Xxxxx in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those set forth in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise); (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. At the Closing, May Xxxxx shall have received a certificate of the Company signed by its chief executive officer and chief financial officer, dated as of the date of the Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the Closing Date, the representations and warranties of the Company set forth herein are true and correct. E. At the Closing, the Company shall have duly executed and delivered to May Xxxxx, or its designees, the Placement Agent's Warrants, in the names and denominations specified by May Xxxxx.

Conditions of the Closing. The Provided the Offering shall have been subscribed for and funds representing such amount thereof shall have cleared, the Closing shall be held at the offices of May Xxxxx the Placement Agent's counsel or its counselsuch other place as mutually agreed upon by the parties hereto. The obligations of May Xxxxx the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties warranties, in all material respects, of the Company and, as applicable, RedRoller herein as of the date hereof and as of the date of the Closing with respect to the Company as if it such representations and warranties had been made on and as of the Closing; the accuracy on and as of the date of the Closing of the statements of the officers of the Company and RedRoller made pursuant to the provisions hereof; and the performance by the Company and RedRoller on and as of the Closing of its covenants and obligations hereunder and to the following further conditions: A. At the Closing, May Xxxxx the Placement Agent shall receive the opinion of Xxxxxxx X. Xxxxxxx, Esq.Clark Wilson LLP, counsel to the Company, dated as of the date of the Closingtxx Xxxxxxx, which opinion shall be acceptable to the Placement Agent's counsel in connection with this Offering and in the form and substance reasonably satisfactory to counsel for May Xxxxx.attached hereto as Exhibit A. B. At or prior to the Closing, counsel for May Xxxxx the Placement Agent shall have been furnished such documents, certificates and opinions as they it may reasonably require for the purpose of enabling them it to review or pass upon the matters referred to in this Placement Agent Agreement and the Offering MaterialsDocuments, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein containedcontained herein. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the financial condition or prospects operations except where such change would not have a material adverse effect or the business activities, financial or otherwise, of the Company Company, RedRoller or its subsidiary from the latest dates as of which such condition is set forth in the Offering MaterialsDocuments; (ii) there shall have been no material transaction, not in the ordinary course of business, entered into by the Company Company, RedRoller or its subsidiary which has not been disclosed as having taken place or being contemplated in the Offering Materials Documents or to May Xxxxx the Placement Agent in writing; (iii) except as set forth in the Offering Materials, neither the Company nor RedRoller shall not be in default under any provision of any instrument relating to any outstanding indebtedness indebtedness, excluding trade payables, for which a waiver or extension has not been otherwise receivedreceived except where such default would not have a material adverse effect; (iv) except as set forth in the Offering MaterialsDocuments or in the Schedules to this Agreement, the Company shall not have issued any securities (other than those set forth in the Offering MaterialsDocuments or pursuant to the exercise of outstanding warrants or options) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any material adverse change in the indebtedness (long or short term) or liabilities or obligations of the Company and its subsidiaries (contingent or otherwise); (v) no material amount of the assets of the Company Company, RedRoller or its subsidiary shall have been pledged or mortgaged, except with respect to assets in the normal course of business and as indicated in the Offering MaterialsDocuments or in the Schedules to this Placement Agent Agreement; and (vvi) no action, suit or proceeding, at law or in equity, against the Company Company, RedRoller or its subsidiary or affecting any of its their respective properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Companyhave a material adverse effect, except as set forth in the Offering MaterialsDocuments or in the Schedules of this Placement Agent Agreement. D. Subject to the filing of any necessary state "Blue Sky" filings, the Offering will become qualified or be exempt from qualification under the securities laws of the several states as contemplated by Section 6(B) hereof no later than the date of the Closing and no stop order suspending the sale of the Units shall have been issued, and no proceedings for that purpose shall have been initiated or threatened. E. At the Closing, May Xxxxx the Placement Agent shall have received a certificate certificates of the Company and RedRoller signed by its their respective chief executive officer officers and chief financial officerofficers, dated as of the date of the Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the Closing Datedate of the Closing, the representations and warranties of the Company and RedRoller set forth herein are true and correct. E. F. At or prior to the Closing, the Company closing of the Merger shall have duly occurred. G. The Company, RedRoller and the Placement Agent shall have executed the Placement Agent Agreement and the Placement Agent shall have been delivered the Company's counsel's opinion in accordance therewith. H. There shall be reasonable satisfaction by the Placement Agent with its ongoing due diligence of the Company, RedRoller and any its subsidiary, including, but not limited to, the Company's and RedRoller's financial condition, business prospects, acquisition targets, management and respective Boards of Directors. This also includes satisfactory background examinations of the Company's and RedRoller's officers, directors, controlling persons and key employees. I. RedRoller shall have delivered to May Xxxxx, or its designees, the Placement AgentAgent at Closing an annual projection of its operations, financial position and cash flow of RedRoller and its Subsidiary, as approved by the Board of Directors and executive officers of RedRoller. J. RedRoller shall have delivered employment agreements with key management reasonably acceptable to the Placement Agent and its counsel K. RedRoller shall have delivered quarterly financial projections and a budget of the Company for the two-year period following the Offering, as approved by the Company's WarrantsBoard of Directors. L. RedRoller shall have delivered comfort representation from the Company's bank creditors. M. Pubco shall have appointed the Placement Agent designated non-voting observer to Pubco's Board of Directors at the initial closing for a two (2) year period following the initial closing of the Offering. Such observer shall be entitled to receive reimbursement for reasonably incurred expenses and all data as and when received by voting members. However, it is expressly understood that such appointee will only be present at meetings of Pubco's Board of Directors where the Secretary and Treasurer are also present. Accordingly, such appointee will not participate in unofficial ad-hoc meetings, conference calls or executive sessions of the names and denominations specified by May XxxxxBoard of Directors.

Conditions of the Closing. The Provided the Offering shall have been subscribed for and funds representing such amount thereof shall have cleared, each Closing shall be held at the offices of May Xxxxx a Placement Agent’s counsel or its counselsuch other place as mutually agreed upon by the parties. The obligations of May Xxxxx the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties warranties, in all material respects, of the Company herein as of the date hereof and as of the date of the Closing with respect to the Company as if it such representations and warranties had been made on and as of the such Closing; the accuracy on and as of the date of each Closing of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company on and as of the each Closing of its covenants and obligations hereunder and to the following further conditions: A. : At the each Closing, May Xxxxx the Placement Agent shall receive the opinion of Xxxxxxx X. XxxxxxxXxxxxxxx & Xxxx, Esq.XX, counsel to the Company, dated as of the date of the Closing, which opinion shall be in form and substance reasonably satisfactory to counsel for May Xxxxx. B. the Placement Agent, in previously agreed upon form and substance. At or prior to the each Closing, counsel for May Xxxxx Placement Agent shall have been furnished such documents, certificates and opinions as they it may reasonably require for the purpose of enabling them it to review or pass upon the matters referred to in this Agreement and the Offering MaterialsDocuments, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. . At and prior to the each Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the financial condition or prospects operations except where such change would not have a material adverse effect or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering MaterialsDocuments; (ii) there shall have been no material transaction, not in the ordinary course of business, entered into by the Company which has not been disclosed as having taken place or being contemplated in the Offering Materials Documents or to May Xxxxx the Placement Agent in writing; (iii) except as set forth otherwise disclosed in the Offering MaterialsDocuments or the Schedules hereto, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness indebtedness, excluding trade payables, for which a waiver or extension has not been otherwise receivedreceived except where such default would not have a material adverse effect; (iv) except as set forth in the Offering MaterialsDocuments or in the Schedules to this Agreement, the Company shall not have issued any securities (other than those set forth in the Offering MaterialsDocuments or pursuant to the exercise of outstanding warrants or options) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any material adverse change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise); (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except with respect to assets in the normal course of business and as indicated in the Offering MaterialsDocuments or in the Schedules to this Agreement; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Companyhave a material adverse effect, except as set forth in the Offering Materials. D. Documents or in the Schedules of this Agreement. The Offering will become qualified or be exempt from qualification under the securities laws of the several states as contemplated by Section 5(B) no later than the date of the Closing and no stop order suspending the sale of the Bridge Notes shall have been issued, and no proceedings for that purpose shall have been initiated or threatened. At the each Closing, May Xxxxx the Placement Agent shall have received a certificate of the Company signed by its chief executive officer and chief financial officer, dated as of the date of the such Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the Closing Datedate of such Closing, the representations and warranties of the Company set forth herein are true and correct. E. . At the each Closing, the Company shall have duly executed and delivered the appropriate amount of Common Stock and Bridge Notes to May Xxxxxthe respective holders thereof. At each Closing, or its designees, the Company shall duly and validly issue the Placement Agent Warrants in accordance with the terms hereof. There shall be satisfaction by the Placement Agent's Warrants, in its sole discretion, with its ongoing due diligence of the names and denominations specified by May XxxxxCompany.

Conditions of the Closing. The Provided the Offering shall have been subscribed for and funds representing such amount thereof shall have cleared, each Closing shall be held at the offices of May Xxxxx a Placement Agent’s counsel or its counselsuch other place as mutually agreed upon by the parties. The obligations of May Xxxxx the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties warranties, in all material respects, of the Company herein as of the date hereof and as of the date of the Closing with respect to the Company as if it such representations and warranties had been made on and as of the such Closing; the accuracy on and as of the date of each Closing of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company on and as of the each Closing of its covenants and obligations hereunder and to the following further conditions: A. At the Closing, May Xxxxx shall receive the opinion of Xxxxxxx X. Xxxxxxx, Esq., counsel to the Company, dated as of the date of the Closing, which opinion shall be in form and substance reasonably satisfactory to counsel for May Xxxxx. B. At or prior to the each Closing, counsel for May Xxxxx Placement Agent shall have been furnished such documents, certificates and opinions as they it may reasonably require for the purpose of enabling them it to review or pass upon the matters referred to in this Agreement and the Offering MaterialsDocuments, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. B. At and prior to the each Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the financial condition or prospects operations except where such change would not have a material adverse effect or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering MaterialsDocuments; (ii) there shall have been no material transaction, not in the ordinary course of business, entered into by the Company which has not been disclosed as having taken place or being contemplated in the Offering Materials Documents or to May Xxxxx the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness indebtedness, excluding trade payables, for which a waiver or extension has not been otherwise receivedreceived except where such default would not have a material adverse effect; (iv) except as set forth in the Offering MaterialsDocuments or in the Schedules to this Agreement, the Company shall not have issued any securities (other than those set forth in the Offering MaterialsDocuments or pursuant to the exercise of outstanding warrants or options) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any material adverse change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise); (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except with respect to assets in the normal course of business and as indicated in the Offering MaterialsDocuments or in the Schedule s to this Agreement; and (vvi) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Companyhave a material adverse effect, except as set forth in the Offering MaterialsDocuments or in the Schedule s of this Agreement. C. The Offering will become qualified or be exempt from qualification under the securities laws of the several states as contemplated by Section 5(B) no later than the date of the Closing and no stop order suspending the sale of the Notes shall have been issued, and no proceedings for that purpose shall have been initiated or threatened. D. At the each Closing, May Xxxxx the Placement Agent shall have received a certificate of the Company signed by its chief executive officer and chief financial officer, dated as of the date of the such Closing, to the effect that the conditions set forth in subparagraph (CB) above have been satisfied and that, as of the Closing Datedate of such Closing, the representations and warranties of the Company set forth herein are true and correct. E. At the each Closing, the Company shall have duly executed and delivered the appropriate amount of Debentures and Warrants to May Xxxxxthe respective holders thereof. F. At each Closing, or its designees, the Company shall duly and validly issue the Placement Agent Warrants in accordance with the terms hereof. G. There shall be satisfaction by the Placement Agent's Warrants, in its sole discretion, with its ongoing due diligence of the names and denominations specified by May XxxxxCompany.

Conditions of the Closing. The Provided the Offering shall have been subscribed for and funds representing such amount thereof shall have cleared, each Closing shall be held at the offices of May Xxxxx the Company or its counselsuch other place as mutually agreed upon by the parties. The obligations of May Xxxxx the parties hereunder shall be subject to the continuing accuracy of the their respective representations and warranties of the Company herein warranties, in all material respects, as of the date hereof and as of the date of the Closing with respect to the Company as if it such representations and warranties had been made on and as of the such Closing; the accuracy on and as of the date of each Closing of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Placement Agent, on and as of the Closing each Closing, of its their respective covenants and obligations hereunder and to the following further conditions:hereunder. A. At the Closing, May Xxxxx shall receive the opinion of Xxxxxxx X. Xxxxxxx, Esq., counsel to the Company, dated as of the date of the Closing, which opinion shall be in form and substance reasonably satisfactory to counsel for May Xxxxx. B. At or prior to the Closing, counsel for May Xxxxx shall have been furnished such documents, certificates and opinions as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the each Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the financial condition or prospects or the business activities, financial or otherwise, of operations except where such change would not have a MAE on the Company from the latest dates as of which such condition is set forth in the Offering MaterialsDocuments; (ii) there shall have been no material transaction, not in the ordinary course of business, entered into by the Company which has not been disclosed as having taken place or being contemplated in the Offering Materials Documents or to May Xxxxx the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness indebtedness, excluding trade payables, for which a waiver or extension has not been otherwise receivedreceived except where such default would not have a MAE; (iv) except as set forth in the Offering MaterialsDocuments or in the Schedules to this Agreement, the Company shall not have issued any securities (other than those set forth in the Offering MaterialsDocuments or pursuant to the exercise of outstanding warrants or options) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any material adverse change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise); (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except with respect to assets in the normal course of business and as indicated in the Offering MaterialsDocuments or in the Schedules to this Agreement; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Companywould have a MAE, except as set forth in the Offering MaterialsDocuments or in the Schedules of this Agreement. D. At B. The Offering will become qualified or be exempt from qualification under the Closing, May Xxxxx shall have received a certificate securities laws of the Company signed by its chief executive officer and chief financial officer, dated as of several states no later than the date of the Closing, to Closing and no stop order suspending the effect that sale of the conditions set forth in subparagraph (C) above Units shall have been satisfied issued, and that, as of the Closing Date, the representations and warranties of the Company set forth herein are true and correctno proceedings for that purpose shall have been initiated or threatened. E. C. At the each Closing, the Company shall have duly executed and delivered the appropriate amount of Common Stock and Warrants to May Xxxxxthe respective holders thereof. D. At each Closing, or its designeesthe Company shall duly and validly issue the warrant to purchase Placement Agent Units in accordance with the terms hereof. E. Upon the Closing of the sale of 45 Units, the Company shall duly and validly issue the Placement Agent Closing Shares and Placement Agent Closing Warrant. F. There shall be satisfaction by the Placement Agent's Warrants, in its sole discretion, with its ongoing due diligence of the names and denominations specified by May XxxxxCompany.

Conditions of the Closing. The Provided the Offering shall have been subscribed for and funds representing such amount thereof shall have cleared, each Closing shall be held at the offices of May Xxxxx a Placement Agent’s counsel or its counselsuch other place as mutually agreed upon by the parties. The obligations of May Xxxxx the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties warranties, in all material respects, of the Company herein as of the date hereof and as of the date of the Closing with respect to the Company as if it such representations and warranties had been made on and as of the such Closing; the accuracy on and as of the date of each Closing of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company on and as of the each Closing of its covenants and obligations hereunder and to the following further conditions: A. At the each Closing, May Xxxxx the Placement Agent shall receive the opinion of Xxxxxxx X. XxxxxxxXxxxxxxx & Xxxx, Esq.XX, counsel to the Company, dated as of the date of the Closing, which opinion shall be in form and substance reasonably satisfactory to counsel for May Xxxxxthe Placement Agent, in previously agreed upon form and substance. B. At or prior to the each Closing, counsel for May Xxxxx Placement Agent shall have been furnished such documents, certificates and opinions as they it may reasonably require for the purpose of enabling them it to review or pass upon the matters referred to in this Agreement and the Offering MaterialsDocuments, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the each Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the financial condition or prospects operations except where such change would not have a material adverse effect or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering MaterialsDocuments; (ii) there shall have been no material transaction, not in the ordinary course of business, entered into by the Company which has not been disclosed as having taken place or being contemplated in the Offering Materials Documents or to May Xxxxx the Placement Agent in writing; (iii) except as set forth otherwise disclosed in the Offering MaterialsDocuments or the Schedules hereto, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness indebtedness, excluding trade payables, for which a waiver or extension has not been otherwise receivedreceived except where such default would not have a material adverse effect; (iv) except as set forth in the Offering MaterialsDocuments or in the Schedules to this Agreement, the Company shall not have issued any securities (other than those set forth in the Offering MaterialsDocuments or pursuant to the exercise of outstanding warrants or options) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any material adverse change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise); (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except with respect to assets in the normal course of business and as indicated in the Offering MaterialsDocuments or in the Schedules to this Agreement; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Companyhave a material adverse effect, except as set forth in the Offering MaterialsDocuments or in the Schedules of this Agreement. D. The Offering will become qualified or be exempt from qualification under the securities laws of the several states as contemplated by Section 5(B) no later than the date of the Closing and no stop order suspending the sale of the Bridge Notes shall have been issued, and no proceedings for that purpose shall have been initiated or threatened. E. At the each Closing, May Xxxxx the Placement Agent shall have received a certificate of the Company signed by its chief executive officer and chief financial officer, dated as of the date of the such Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the Closing Datedate of such Closing, the representations and warranties of the Company set forth herein are true and correct. E. F. At the each Closing, the Company shall have duly executed and delivered the appropriate amount of Common Stock and Bridge Notes to May Xxxxxthe respective holders thereof. G. At each Closing, or its designees, the Company shall duly and validly issue the Placement Agent Warrants in accordance with the terms hereof. H. There shall be satisfaction by the Placement Agent's Warrants, in its sole discretion, with its ongoing due diligence of the names and denominations specified by May XxxxxCompany.

Conditions of the Closing. The Closing shall be held at the offices of May Xxxxx MA or its counsel. The obligations of May Xxxxx MA hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company herein as of the date hereof and as of the Closing with respect to the Company as if it had been made on and as of the Closing; the accuracy on and as of the Closing of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company on and as of the Closing of its covenants and obligations hereunder and to the following further conditions: A. At the Closing, May Xxxxx MA shall receive the opinion of Xxxxxxx X. Xxxxxxx, Esq.Snow Becker Krauss P.C., counsel to the Company, dated as of the date of the Closingxxx Xxoxxxx, which opinion shall be in form and substance reasonably satisfactory to counsel for May XxxxxMA and containing the usual assumptions and limitations, to the effect that: (i) The execution, delivery and performance of each of this Agreement, the Note Purchase Agreement, the Placement Agent's Warrant Agreement, the Consulting Agreement, the M&A Agreement, the Subscription Agreements and the Escrow Agreement has been duly and validly authorized by the Company and, assuming due authorization, execution and delivery by each other party thereto, each such agreement is a valid and binding agreement of the Company, enforceable in accordance with its respective terms. The Placement Agent's Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefore in accordance with their respective terms, the number and type of securities of the Company called for thereby. The Securities to be issued and sold by the Company pursuant to the Memorandum, the Note Purchase Agreement, the Placement Agent's Warrant Agreement, this Agreement and the Subscription Agreements have been duly authorized and, when issued and paid for in accordance with the Memorandum, the Note Purchase Agreement, the Placement Agent's Warrant Agreement, this Agreement and the Subscription Agreements, will be validly issued, fully paid and non-assessable; such securities are not and will not be subject to the preemptive rights of any stockholder of the Company pursuant to the Company's certificate of incorporation or, to such counsel's knowledge, any agreement of the Company with any stockholder; and all corporate action required to be taken for the authorization, issuance and sale of such securities has been duly and validly taken by the Company. The Securities conform with respect to legal matters in all material respects to the description thereof contained in the Memorandum. (ii) Each of the Company and its subsidiaries is validly existing as a corporation in good standing under the laws of its state of incorporation. Each of the Company and its subsidiaries is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations (as described in the Memorandum) requires such qualification, except where the failure to so qualify would not have a material adverse effect on the business, properties or operations of the Company and its subsidiaries (as described in the Memorandum) taken as a whole. Except as described in the Memorandum, each of the Company and its subsidiaries has all requisite corporate power and authority to own or lease its properties and conduct its business (or proposed business) as described in the Memorandum. (iii) To such counsel's knowledge, the holders thereof have no preemptive rights with respect thereto pursuant to the Company's certificate of incorporation or, to such counsel's knowledge, any agreement of the Company with any stockholder, and are not subject to personal liability solely by reason of being security holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company pursuant to the Company's certificate of incorporation or, to such counsel's actual knowledge, any agreement of the Company with any stockholder. The Company has 20,000,000 shares of authorized Common Stock, of which 9,165,585 are issued and outstanding as of the date hereof and 4,500,000 shares of preferred stock, none of which are issued and outstanding as of the date hereof. (iv) To such counsel's knowledge, there is no litigation or governmental proceeding, pending or threatened against, the Company or any of its subsidiaries or any of their assets, except as set forth in the Memorandum. (a) To such counsel's knowledge (without regard to the transactions contemplated by this Agreement), neither the Company nor any of its subsidiaries is in breach of, or in default under, any term or provision of any material indenture, mortgage, deed of trust, lease, note, loan or credit agreement or any other material agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected (other than any breach of default under any financial tests and covenants as to which they express no opinion), (b) To such counsel's knowledge (without regard to the transactions contemplated by this Agreement), neither the Company nor any of its subsidiaries is in violation of any provision of its charter or bylaws or in violation of any franchise, license, permit, judgment, decree or order, or in violation of any statute, rule or regulation. (c) To such counsel's knowledge, neither the execution and delivery of this Agreement, the Note Purchase Agreement, the Escrow Agreement, the Placement Agent's Warrant Agreement, the Consulting Agreement, the M&A Agreement or the Subscription Agreements nor the issuance and sale or delivery of the Securities nor the consummation of any of the transactions contemplated herein or in the Note Purchase Agreement, the Subscription Agreements or the Placement Agent's Warrant Agreement, nor the compliance by the Company with the terms and provisions hereof or thereof, has conflicted with or will conflict with, or has resulted in or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or will give to others any right of termination, amendment, acceleration or cancellation of, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, the terms of any material indenture, mortgage, deed of trust, note, loan or credit agreement or any other material agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company or any of its subsidiaries may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subject except (i) where such default, lien, charge, encumbrance or other occurrence would not have a material adverse effect on the Company or any of its subsidiaries and (ii) as described in the Memorandum and (iii) conflicts with any financial tests and covenants as to which they express no opinion; nor will such action result in any violation of the provisions of the charter or the bylaws of the Company or any of the Subsidiaries or, assuming the due performance by MA of its obligations hereunder, any statute, rule or regulation that is applicable to the Company or any of its subsidiaries and that is in such counsel's experience normally applicable to transactions of the type contemplated by this Agreement (other than Blue Sky laws), or, to such counsel's knowledge, any order of any court or of any foreign, federal, state or other regulatory authority or other government body having jurisdiction over the Company or any of its subsidiaries. (vi) Assuming that each purchaser of the Securities is an Accredited Investor, that the representations made by the Company and MA in this Agreement and the Note Purchase Agreement are true and correct at all times during the Offering Period and at the time of each of the Note Purchase Closing and the Closing, that MA has complied with the provisions of this Agreement and of Section 502(c) of Regulation D and that a Form D will be filed in accordance with the provisions of Section 503 of Regulation D, no registration under the Securities Act is required in connection with the sale and issuance of any of the Securities by the Company. In rendering such opinion, such counsel may rely, as to matters of fact, to the extent they deem proper, on certificates and written statements of responsible officers of the Company and certificates or other written statements of officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to MA's counsel. Such counsel shall state that it has participated in conferences with officers and other representatives of the Company during which the contents of the Memorandum were discussed. B. At or prior to the Closing, counsel for May Xxxxx MA shall have been furnished such documents, certificates and opinions as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement, the Note Purchase Agreement and the Offering MaterialsMemorandum, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company or any of its subsidiaries, from the latest dates as of which such condition is set forth in the Offering MaterialsMemorandum; (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company or any of its subsidiaries which has not been disclosed in the Offering Materials Memorandum or to May Xxxxx MA in writing; (iii) except as set forth in the Offering Materials, neither the Company nor any of its subsidiaries shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering MaterialsDisclosure Schedule, the Company shall not have issued any securities (other than those set forth in the Offering MaterialsDisclosure Schedule and the Note Purchase Agreement) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise); (v) no material amount of the assets of the Company or any of its subsidiaries shall have been pledged or mortgaged, except as indicated in the Offering MaterialsDisclosure Schedule; and (v) no action, suit or proceeding, at law or in equity, against the Company or any of its subsidiaries or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the CompanyCompany or any of its subsidiaries, except as set forth in the Offering MaterialsMemorandum. D. At the Closing, May Xxxxx MA shall have received a certificate of the Company signed by its chief executive officer and chief financial officerChief Executive Officer, dated as of the date of the Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the Closing Datedate of the Closing, the representations and warranties of the Company set forth herein are true and correct. E. At the Closing, the Company shall have duly executed and delivered the appropriate amount and designation of Shares to May Xxxxx, MA as agent for the respective holders thereof. F. At or its designeesprior to the Closing, the Company shall deliver a duly executed, legally binding Placement Agent's WarrantsWarrant Agreement and at the Closing the Company shall duly and validly issue Placement Agent's Warrants to purchase the number of Shares sold by the Company. G. At or prior to the Closing, the Company will enter into a three (3) year agreement with MA (the "Consulting Agreement") pursuant to which, among other things, the Company shall employ MA as its financial consultant. MA will be compensated for such services as set forth in the names and denominations specified by May XxxxxConsulting Agreement. H. At or prior to the Closing, the Company will enter into a three (3) year agreement with MA (the "M&A Agreement") pursuant to which, among other things, the Company shall employ MA as its investment banker. MA will be compensated for such services as set forth in the M&A Agreement.

Conditions of the Closing. The Provided the Offering shall have been subscribed for and funds representing such amount thereof shall have cleared, each Closing shall be held at the offices of May Xxxxx a Placement Agent’s counsel or its counselsuch other place as mutually agreed upon by the parties. The obligations of May Xxxxx the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties warranties, in all material respects, of the Company herein as of the date hereof and as of the date of the Closing with respect to the Company as if it such representations and warranties had been made on and as of the such Closing; the accuracy on and as of the date of each Closing of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company on and as of the each Closing of its covenants and obligations hereunder and to the following further conditions: A. At The Company shall have completed the Closing, May Xxxxx shall receive "Reverse Merger" as described in the opinion of Xxxxxxx X. Xxxxxxx, Esq., counsel to the Company, dated as of the date of the Closing, which opinion shall be in form and substance reasonably satisfactory to counsel for May XxxxxMemorandum. B. At or prior to the each Closing, counsel for May Xxxxx Placement Agent shall have been furnished such documents, documents and certificates and opinions as they it may reasonably require for the purpose of enabling them it to review or pass upon the matters referred to in this Agreement and the Offering MaterialsDocuments, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the each Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the financial condition or prospects operations except where such change would not have a material adverse effect or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; Documents and (ii) there shall have been no material transaction, not in the ordinary course of business, entered into by the Company which has not been disclosed as having taken place or being contemplated in the Offering Materials Documents or to May Xxxxx the Placement Agent in writing; (iii) except as set forth in . D. The Offering will become qualified or be exempt from qualification under the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those set forth in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations laws of the Company (contingent or otherwise); (vseveral states as contemplated by Section 5(B) no material amount later than the date of the assets Closing and no stop order suspending the sale of the Company Common Stock shall have been pledged issued, and no proceedings for that purpose shall have been initiated or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsthreatened. D. E. At the each Closing, May Xxxxx the Placement Agent shall have received a certificate of the Company signed by its chief executive officer and chief financial officer, dated as of the date of the such Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the Closing Datedate of such Closing, the representations and warranties of the Company set forth herein are true and correct. E. F. At the each Closing, the Company shall have duly executed and delivered the appropriate amount of Common Stock to May Xxxxxthe respective holders thereof. G. At each Closing, or its designees, the Company shall duly and validly issue the Placement Agent Warrants in accordance with the terms thereof and hereof. H. There shall be satisfaction by the Placement Agent's Warrants, in its sole discretion, with its ongoing due diligence of the names and denominations specified by May XxxxxCompany.

Conditions of the Closing. The Provided the Offering shall have been subscribed for and funds representing such amount thereof shall have cleared, the Closing shall be held at the offices of May Xxxxx the Placement Agent’s counsel or its counselsuch other place as mutually agreed upon by the parties hereto. The obligations of May Xxxxx the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties warranties, in all material respects, of the Company herein as of the date hereof and as of the date of the Closing with respect to the Company as if it such representations and warranties had been made on and as of the Closing; the accuracy on and as of the date of the Closing of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company on and as of the Closing of its covenants and obligations hereunder and to the following further conditions: A. At the each Closing, May Xxxxx the Placement Agent shall receive the opinion of Xxxxx Xxxxxxx X. Xxxxxxx, Esq.LLP, counsel to the Company, dated as of the date of the Closing, which opinion shall be in the form and substance reasonably satisfactory attached to counsel for May Xxxxxthe Securities Purchase Agreement. B. At or prior to the Closing, counsel for May Xxxxx the Placement Agent shall have been furnished such documents, certificates and opinions as they it may reasonably require for the purpose of enabling them it to review or pass upon the matters referred to in this Placement Agent Agreement and the Offering MaterialsDocuments, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein containedcontained herein. C. At and prior to Since the Closingdate of this Agreement, (i) there shall have has been no material adverse change nor development involving in the business, operations or financial condition of the Company, provided, however, that none of the following, either alone or in combination, shall be considered in determining whether a prospective material adverse change has occurred: any change or effect resulting from (i) any change in the condition economic conditions generally or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materialsindustry in which Company operates; (ii) there shall have been no transaction, not any change in the ordinary course of business, entered into by the Company which has not been disclosed in the Offering Materials or any law applicable to May Xxxxx in writingCompany; (iii) except as set forth changes arising from the announcement or consummation of the transactions contemplated hereby; or (vi) any actions to be taken pursuant to or in accordance with this Agreement . D. Subject to the filing of any necessary state “Blue Sky” filings, the Offering Materials, will become qualified or be exempt from qualification under the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those set forth in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations laws of the Company (contingent or otherwise); (vseveral states as contemplated by Section 5(B) hereof no material amount later than the date of the assets Closing and no stop order suspending the sale of the Company Shares shall have been pledged issued, and no proceedings for that purpose shall have been initiated or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsthreatened. D. E. At the each Closing, May Xxxxx the Placement Agent shall have received a certificate certificates of the Company signed by its their respective chief executive officer officers and chief financial officerofficers, dated as of the date of the Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the Closing Datedate of the Closing, the representations and warranties of the Company set forth herein are true and correctcorrect in all material respects. E. F. At the final Closing, the Company shall have duly delivered employment agreements with key management reasonably acceptable to the Placement Agent and its counsel. G. At final Closing, the Company shall have delivered quarterly financial projections and a budget of the Company for the two-year period following the Offering, as approved by the Company’s Board of Directors. H. There shall be reasonable satisfaction by the Placement Agent with its ongoing due diligence of the Company, including, but not limited to, the Company’s financial condition, business prospects, acquisition targets, management and Board of Directors. This also includes satisfactory background examinations of the Company’s officers, directors, controlling persons and key employees. I. Prior to the final Closing, the Company and the Placement Agent shall have executed a non-exclusive Investment Banking Advisory Agreement (the “Advisory Agreement”) in connection with the Company’s future financings (other than the Offering) so that the Placement shall be entitled to co-lead or manage any such future financing, and/or general corporate finance and delivered corporate advisory needs. The term of the Advisory Agreement shall be at least twelve (12) months, with the Placement Agent’s compensation to May Xxxxxbe determined by mutual agreement. J. Prior to the final Closing, or the Company and the Placement Agent shall have executed a non-exclusive Investment Banking Advisory Agreement (the “M&A Advisory Agreement”) in connection with the Company’s business combinations, mergers and acquisitions. The term of the M&A Advisory Agreement shall be at least twelve (12) months, with the Placement Agent’s compensation to be determined by mutual agreement. The obligations of the Company hereunder shall be subject to the continuing accuracy of the representations and warranties, in all material respects, of the Placement Agent as of the date hereof and as of the date of the Closing as if such representations and warranties had been made on and as of the Closing; the accuracy on and as of the date of the Closing of the statements of the officers of the Placement Agent made pursuant to the provisions hereof; and the performance by the Placement Agent on and as of the Closing of its designeescovenants and obligations hereunder and to the following further conditions: K. The closing of acquisition of Ad Authority, Inc. by a subsidiary of the Company shall be taking place simultaneously with the Closing hereunder. L. Prior to the final Closing, the Company shall have engaged the public accounting firm of Xxxxxxxxx, Kass and Company, P.C. acceptable to the Placement Agent. M. Prior to the final Closing, the Placement Agent's WarrantsAgent shall have received “comfort letter” representations from the Company’s bank creditors. N. Prior to the final Closing, in the names Company shall have appointed a non-voting observer designated by the Placement Agent to its Board of Directors at the final Closing of the Offering for a period of two (2) years following such final Closing. Such observer shall be entitled to receive reimbursement for reasonably incurred expenses and denominations specified all data as and when received by May Xxxxxvoting members.

Conditions of the Closing. The Closing shall be held at the offices of May Xxxxx the Company’s counsel or its counselsuch other place as determined by the Company. The obligations of May Xxxxx Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company herein as of the date hereof and as of the date of the Closing with respect to the Company as if it such representations and warranties had been made on and as of the such Closing; the accuracy on and as of the date of each Closing of the statements of the officers representations, warranties and covenants of the Company made pursuant to the provisions hereof; and the performance by the Company on and as of the each Closing of its covenants and obligations hereunder and to the following further conditions: A. At the Closing, May Xxxxx shall receive the opinion of Xxxxxxx X. Xxxxxxx, Esq., counsel to the Company, dated as of the date of the Closing, which opinion shall be in form and substance reasonably satisfactory to counsel for May Xxxxx. B. At or prior to the Closing, counsel for May Xxxxx shall have been furnished such documents, certificates and opinions as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering MaterialsTransaction Documents and/or the Company’s SEC filings; (ii) there shall have been no material transaction, not in the ordinary course of business, entered into by the Company which has not been disclosed as having taken place or being contemplated in the Offering Materials Transaction Documents or to May Xxxxx Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering MaterialsTransaction Documents or the Company’s filings with the SEC, the Company shall not have issued any securities (other than those set forth in the Offering MaterialsTransaction Documents or pursuant to the exercise of outstanding warrants or options) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any material adverse change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise); (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except with respect to assets in the normal course of business and as indicated in the Offering MaterialsTransaction Documents; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsTransaction Documents. D. B. The Offering will become qualified or be exempt from qualification under the securities laws of the several states as contemplated by Section 5(B) no later than the date of the Closing and no stop order suspending the sale of the Common Stock shall have been issued, and no proceedings for that purpose shall have been initiated or threatened. C. At the Closing, May Xxxxx Placement Agent shall have received a certificate of the Company signed by its chief executive officer and chief financial officer, dated as of the date of the Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the Closing Datedate of the Closing, the representations and warranties of the Company set forth herein are true and correct. E. D. At the Closing, or within three (3) business days thereafter, the Company shall have duly executed and delivered the appropriate number and designation of Common Stock to May Xxxxx, the respective holders thereof. E. At the Closing or its designeeswithin three (3) business days thereafter, the Company shall have executed and delivered the appropriate number of Warrants to the respective holders thereof. F. At the Closing, the Company shall duly and validly issue the Placement Agent's Warrants, Agent Warrants in accordance with the names terms hereof and denominations specified by May Xxxxxshall pay the Placement Agent compensation provided in Section 2(B).