Common use of CONDITIONS OF THE OBLIGATIONS OF THE COMPANY Clause in Contracts

CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. The obligations of the Company hereunder are subject to the accuracy of and compliance with TGI's representations and warranties and any other firm that participates in the Offering, to the performance by TGI of TGI's obligations hereunder, and to the following further conditions: (a) At the Closing, the Company shall receive a certificate from TGI as to the number and identity of persons from whom subscriptions for Shares shall have been received and accepted, which certificate shall farther be to the effect that: (i) Executed Subscription Agreements have been received and accepted only from persons who, to the best of TGI's knowledge and belief meet the requirements for Subscribers referred to in Section 6(b,) hereof and are acting for themselves and not on behalf of any other person; and (ii) TGI has complied with all applicable broker-dealer registration requirements with respect to the Offering (but no reference need be made as to other agents or dealers involved in the Offering) (iii) The representations and warranties of the Placement Agent shall be true and correct as of the Closing, to the best knowledge of the Placement Agent, and the Placement Agent shall have complied with all applicable terms and conditions of this Agreement. (b) If any of the conditions specified in this Section 9 shall not have been fulfilled when and as required by this Agreement, or if the Minimum of Common Stock is not sold by the completion of the Offering Period, then this Agreement may be canceled by the Company by notifying TGI of such cancellation in writing at any time at or prior to the subject Closing. (c) Notwithstanding anything to the contrary in this Agreement, the Company will not be required to sell and issue any securities to the extent that the issuance of any shares underlying such securities would prevent the Company from complying with NASDAQ or equivalent requirements (as they apply to the Company) and the Company's charter and by-laws.

CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. The obligations of the Company hereunder are subject to the accuracy of and compliance with TGIAWC's representations and warranties and any other firm that participates in the Offering, to the performance by TGI AWC of TGI's AWCs obligations hereunder, and to the following further conditions: (a) At the Closing, the Company shall receive a certificate from TGI AWC as to the number and identity of persons from whom subscriptions for Shares shall have been received and accepted, which certificate shall farther further be to the effect that: (i) Executed Subscription Agreements have been received and accepted only from persons who, to the best of TGIAWC's knowledge and belief meet the requirements for Subscribers subscribers referred to in Section 6(b,) hereof and are acting for themselves and not on behalf of any other person; and (ii) TGI AWC has complied with all applicable broker-dealer registration requirements with respect to the Offering (but no reference need be made as to other agents or dealers involved in the Offering). (iii) The representations and warranties of the Placement Agent shall be true and correct as of the Closing, to the best knowledge of the Placement Agent, and the Placement Agent shall have complied with all applicable terms and conditions of this Agreement. (b) If if any of the conditions specified in this Section 9 shall not have been fulfilled when and as required by this Agreement, or if the Minimum minimum amount of Common Stock $1,000,000 of Debentures is not sold by the completion of the Offering Period, then this Agreement may be canceled by the Company by notifying TGI AWC of such cancellation in writing at any time at or prior to the subject Closing. (c) Notwithstanding anything to the contrary in this Agreement, the Company will not be required to sell and issue any securities to the extent that the issuance of any shares underlying such securities would prevent the Company from complying with NASDAQ or equivalent Nasdaq requirements (as they apply to the Company) and the Company's charter and by-laws.

CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. The obligations of the Company hereunder are subject to the accuracy of and compliance with TGI's representations and warranties and any other firm that participates in the Offering, to the performance by TGI of TGI's obligations hereunder, and to the following further conditions: (a( a ) At the Closing, the Company shall receive a certificate from TGI as to the number and identity of persons from whom subscriptions for Shares shall have been received and accepted, which certificate shall farther be to the effect that: (i( i ) Executed Subscription Agreements have been received and accepted only from persons who, to the best of TGI's knowledge and belief meet the requirements for Subscribers referred to in Section 6(b,) hereof and are acting for themselves and not on behalf of any other person; and (ii( ii ) TGI has complied with all applicable broker-dealer registration requirements with respect to the Offering (but no reference need be made as to other agents or dealers involved in the Offering) (iii( iii ) The representations and warranties of the Placement Agent shall be true and correct as of the Closing, to the best knowledge of the Placement Agent, and the Placement Agent shall have complied with all applicable terms and conditions of this Agreement. (b( b ) If any of the conditions specified in this Section 9 shall not have been fulfilled when and as required by this Agreement, or if the Minimum of Common Stock is not sold by the completion of the Offering Period, then this Agreement may be canceled by the Company by notifying TGI of such cancellation in writing at any time at or prior to the subject Closing. (c( c ) Notwithstanding anything to the contrary in this Agreement, the Company will not be required to sell and issue any securities to the extent that the issuance of any shares underlying such securities would prevent the Company from complying with NASDAQ or equivalent requirements (as they apply to the Company) and the Company's charter and by-laws.

CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. The obligations of the Company hereunder under this Agreement are subject to the accuracy of and compliance with TGI's representations and the representations, warranties and any other firm that participates covenants of the Agent set forth in the OfferingSection 3 of this Agreement, to the performance by TGI the Agent of TGI's its obligations hereunder, and to the following satisfaction of these further conditionsconditions on the Closing Date: (a) At the Closing, the The Company shall receive have received, and shall be entitled to rely upon, a certificate from TGI as to signed by an officer of the Agent, specifying the number and identity state of residence of all persons from to whom subscriptions the Agent has made offers of Units and the names and addresses of all such persons who have subscribed for Shares any Units. Such certificate shall designate the jurisdictions in which such offers have been received made and accepted, which certificate shall farther be contain representations by the Agent to the effect that: that (i) Executed Subscription Agreements offers to sell Units and negotiations and sales in connection therewith have been received made only by or under the control and accepted only from persons whosupervision of the Agent, to in compliance with each and all of the best express provisions of TGI's knowledge and belief meet the requirements for Subscribers referred to in Section 6(b,Sections 3(a) hereof and are acting for themselves and not on behalf of any other person; and through 3(e) hereof, (ii) TGI has complied with all applicable broker-dealer registration requirements with respect to the Offering (but no reference need be made as to other agents or dealers involved in the Offering) (iii) The representations and warranties of the Placement Agent shall be contained in Section 3 hereof are true and correct in all material respects, with the same force and effect as though expressly made on and as of the Closing, to the best knowledge of the Placement AgentClosing Date, and (iii) the Placement Agent shall have complied with all applicable terms and conditions has not defaulted, or suffered or permitted to exist any default, in the Performance of any of its covenants or obligations under this Agreement. (b) . If any of the material conditions specified in this Section 9 Sections 3 or 6 shall not have been fulfilled when fulfilled, this Agreement and as required by this Agreement, or if the Minimum of Common Stock is not sold by the completion all of the Offering Period, then this Agreement obligations of the Company and the Agent hereunder may be canceled by the Company by notifying TGI the Agent of such cancellation in writing or by telegram on the Closing Date (or earlier, at such time as it shall be conclusively determined that any time at such condition cannot be satisfied on or prior to such dates), and any such cancellation shall be without liability of any party to any other parties or to any subscriber for any of the subject Closing. (c) Notwithstanding anything to the contrary Units, except as otherwise expressly provided in this Agreement, the Company will not be required to sell Section 6 and issue any securities to the extent that the issuance of any shares underlying such securities would prevent the Company from complying with NASDAQ or equivalent requirements (as they apply to the Company) in Sections 9 and the Company's charter and by-laws10 hereof.

CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. The obligations of the Company hereunder are subject to the accuracy of and compliance with TGI's representations and warranties and any other firm that participates in the Offering, to the performance by TGI of TGI's obligations Initials /s/ /s/ hereunder, and to the following further conditions: (a( a ) At the Closing, the Company shall receive a certificate from TGI as to the number and identity of persons from whom subscriptions for Shares shall have been received and accepted, which certificate shall farther be to the effect that: (i( i ) Executed Subscription Agreements have been received and accepted only from persons who, to the best of TGI's knowledge and belief meet the requirements for Subscribers referred to in Section 6(b,) hereof and are acting for themselves and not on behalf of any other person; and (ii( ii ) TGI has complied with all applicable broker-dealer registration requirements with respect to the Offering (but no reference need be made as to other agents or dealers involved in the Offering) (iii( iii ) The representations and warranties of the Placement Agent shall be true and correct as of the Closing, to the best knowledge of the Placement Agent, and the Placement Agent shall have complied with all applicable terms and conditions of this Agreement. (b( b ) If any of the conditions specified in this Section 9 shall not have been fulfilled when and as required by this Agreement, or if the Minimum of Common Stock is not sold by the completion of the Offering Period, then this Agreement may be canceled by the Company by notifying TGI of such cancellation in writing at any time at or prior to the subject Closing. (c( c ) Notwithstanding anything to the contrary in this Agreement, the Company will not be required to sell and issue any securities to the extent that the issuance of any shares underlying such securities would prevent the Company from complying with NASDAQ or equivalent requirements (as they apply to the Company) and the Company's charter and by-laws.