Common use of Conditions of the Obligations of the Purchaser Clause in Contracts

Conditions of the Obligations of the Purchaser. In addition to the conditions precedent set forth in Section 4 of this Agreement, the obligations of the Purchaser to purchase and pay for the Offered Securities on the Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Company shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Placement Agent. (b) The Purchaser shall have received copies of all documents and information, which it may have reasonably requested in connection with the offering and sale of the Offered Securities. (c) The Company shall have caused its corporate and securities legal counsel, respectively, to deliver to the Purchaser the legal opinions in substantially the forms together attached hereto as Exhibit C. (d) The Company shall have caused its intellectual property counsel to deliver to the Purchaser the Howison and Arnott Opinion relating to the Intellectual Property, which is substantially in the form attached hereto as Exhibit B. (e) No stop order or suspension of trading shall have been imposed by Nasdaq, the Commission, any SRO or any other governmental regulatory body with respect to public trading in Common Stock of the Company. (f) Subsequent to the execution and delivery of this Agreement, but prior to the Closing Date there shall not have occurred (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Placement Agent, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, or (ii) (A) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its Subsidiaries taken as one enterprise which, in the judgment of the Purchaser is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (B) any material suspension or material limitation of trading in securities generally on NASDAQ or any setting of minimum prices for trading on NASDAQ, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (C) any banking moratorium declared by United States Federal or New York authorities; or (D) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Purchaser, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (g) The Purchaser shall have received a certificate, dated as of the Closing Date, of the Chief Executive Officer, President or the principal financial or accounting officer of the Company in form a substance reasonably satisfactory to the Placement Agent and its counsel, in which such officers, to the effect that the representations and warranties of the Company in this Agreement are true and correct, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date, and that there has been no development or event that would constitute a Material Adverse Effect, nor any development or event known to the Company that prospectively involves a Material Adverse Effect. (h) The Offering shall have resulted in gross proceeds of $8,000,000 or more being made available to the Company, provided that, the Company and the Placement Agent may agree, without notice to any Purchaser, to reduce the required amount of minimum gross proceeds being made available to the Company as a result of the Offering to any amount not less than $5,000,000 at any time following the execution hereof, in their sole and absolute discretion. (i) The Company and the Company’s transfer agent shall have executed irrevocable instructions in the form attached hereto as Exhibit C (the “Irrevocable Transfer Agent Instructions”), instructing such transfer agent, and any subsequent transfer agent, to promptly issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Underlying Common Stock in such amounts as specified from time to time by the Purchaser to the Company upon conversion of the Series B Convertible Preferred Stock and/or upon exercise of the Series B Warrants. (j) The Purchaser shall have received a certificate evidencing the incorporation and good standing of the Company in Nevada issued by the Secretary of State of the State of Nevada as of a date within ten (10) days of the Closing Date, together with a certificate evidencing the good standing of the Company as a foreign corporation in the State of Texas issued by the Secretary of State of the State of Texas. (k) The Purchaser shall have received a certified copy of the Certificate of Incorporation and the Certificate of Designation, as certified by the Secretary of State of the State of Nevada as of a date within ten (10) days of the Closing Date. (l) The Purchaser shall have received from the Company a secretary’s certificate, dated as of the Closing Date, certifying as to (A) resolutions, (B) the Articles of Incorporation and (C) the Bylaws, each as in effect at the date hereof. (m) The Company will furnish the Purchaser such number of conformed copies of such opinions, certificates, letters and documents as the Purchaser may reasonably request in writing. Any Purchaser may in its sole discretion waive compliance with any conditions to the obligations of the Purchaser hereunder.

Conditions of the Obligations of the Purchaser. In addition to the conditions precedent set forth in Section 4 of this Agreement, the The obligations of the Purchaser to purchase and pay for the Offered Securities on the Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Company shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Placement Agent. (b) The Purchaser shall have received copies of all documents and information, which it may have reasonably requested in connection with the offering and sale of the Offered Securities. (c) The Company shall have caused its corporate and securities legal counsel, respectively, to deliver to the Purchaser the legal opinions in substantially the forms together attached hereto as Exhibit C.A. (d) The Company shall have caused its intellectual property counsel to deliver to the Purchaser the Howison and Arnott Opinion a legal opinion relating to the Intellectual Property, which is Property substantially in the form attached hereto as Exhibit B. (e) No stop order or suspension of trading shall have been imposed by Nasdaq, the Commission, any SRO or any other governmental regulatory body with respect to public trading in Common Stock of the Company. (f) Subsequent to the execution and delivery of this Agreement, but prior to the respective Closing Date for such Purchaser there shall not have occurred (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Placement Agent, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, or (ii) (A) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its Subsidiaries taken as one enterprise which, in the judgment of the Purchaser is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (B) any material suspension or material limitation of trading in securities generally on NASDAQ or any setting of minimum prices for trading on NASDAQ, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (CD) any banking moratorium declared by United States Federal or New York authorities; or (DE) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Purchaser, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (g) The Purchaser shall have received a certificate, dated as of the such Closing Date, of the Chief Executive Officer, Officer or President or the principal financial or accounting officer of the Company in form a substance reasonably satisfactory to the Placement Agent and its counsel, in which such officers, to the effect that the representations and warranties of the Company in this Agreement are true and correct, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date, and that there has been no development or event that would constitute a Material Adverse Effect, nor any development or event known to the Company that prospectively involves a Material Adverse Effect. (h) The Offering shall have resulted in gross proceeds of $8,000,000 7,000,000 or more being made available to the Company, provided that, the Company and the Placement Agent may agree, without notice to any Purchaser, to reduce the required amount of minimum gross proceeds being made available to the Company as a result of the Offering to any amount not less than $5,000,000 at any time following the execution hereof, in their sole and absolute discretion. (i) The Company and the Company’s transfer agent shall have executed irrevocable instructions in the form attached hereto as Exhibit C (the “Irrevocable Transfer Agent Instructions”), instructing such transfer agent, and any subsequent transfer agent, to promptly issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Underlying Common Stock in such amounts as specified from time to time by the Purchaser to the Company upon conversion of the Series B Convertible Preferred Stock and/or upon exercise of the Series B Warrants. (j) The Purchaser shall have received a certificate evidencing the incorporation and good standing of the Company in Nevada issued by the Secretary of State of the State of Nevada as of a date within ten (10) days of the Closing Date, together with a certificate evidencing the good standing of the Company as a foreign corporation in the State of Texas issued by the Secretary of State of the State of Texas. (k) The Purchaser shall have received a certified copy of the Certificate of Incorporation and the Certificate of DesignationDesignations, as certified by the Secretary of State of the State of Nevada as of a date within ten (10) days of the Closing Date. (l) The Purchaser shall have received from the Company a secretary’s certificate, dated as of the Closing Date, certifying as to (A) resolutions, (B) the Articles of Incorporation and (C) the Bylaws, each as in effect at the date hereof. (m) The Company will furnish the Purchaser such number of conformed copies of such opinions, certificates, letters and documents as the Purchaser may reasonably request in writing. Any Purchaser may in its sole discretion waive compliance with any conditions to the obligations of the Purchaser hereunder.

Conditions of the Obligations of the Purchaser. In addition to the conditions precedent set forth in Section 4 of this Agreement, the The obligations of the Purchaser to purchase and pay for the Offered Securities on Notes and the Closing Date LLC Interests will be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors herein, to the accuracy of the statements of officers of the Company and the Guarantors made pursuant to the provisions hereof, to the performance by the Company and the Guarantors of its their respective obligations hereunder and to the following additional conditions precedent: (a) The Company Purchaser shall have executed received a letter, dated the date of this Agreement Agreement, of each of KPMG LLP ("KPMG") and the Registration Rights Agreement Hawthorn, Waymouth & Xxxxxxx L.L.P. ("HAWTHORN") in form and delivered the same substance reasonably satisfactory to the Placement AgentPurchaser concerning the financial information set forth in the Offering Document. (b) The Purchaser shall have received copies of all documents and information, which it may have reasonably requested in connection with the offering and sale of the Offered Securities. (c) The Company shall have caused its corporate and securities legal counsel, respectively, to deliver to the Purchaser the legal opinions in substantially the forms together attached hereto as Exhibit C. (d) The Company shall have caused its intellectual property counsel to deliver to the Purchaser the Howison and Arnott Opinion relating to the Intellectual Property, which is substantially in the form attached hereto as Exhibit B. (e) No stop order or suspension of trading shall have been imposed by Nasdaq, the Commission, any SRO or any other governmental regulatory body with respect to public trading in Common Stock of the Company. (f) Subsequent to the execution and delivery of this Agreement, but prior to the Closing Date there shall not have occurred (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Placement Agent, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, or (ii) (A) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company Company, the Guarantors and its Subsidiaries taken as one enterprise their respective subsidiaries which, in the reasonable judgment of the Purchaser CSFBC, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered SecuritiesNotes and the LLC Interests; (Bii) any downgrading in the rating of any debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of CSFBC, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Notes and the LLC Interests, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on NASDAQ the New York Stock Exchange, or any setting of minimum prices for trading on NASDAQsuch exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (Cv) any banking moratorium declared by United States U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or (Dvii) any attack on, outbreak or escalation of major hostilities in which or acts of terrorism involving the United States is involvedStates, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the PurchaserCSFBC, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered SecuritiesNotes and the LLC Interests. (gc) The Purchaser shall have received an opinion, dated the Closing Date, of Xxxxxxxx & Xxxxx, counsel for the Company and the Guarantors, addressed to the Purchaser and dated the Closing Date, in a form reasonably acceptable to Xxxxxx & Xxxxxxx and the Purchaser. (d) The Purchaser shall have received opinions, dated the Closing Date, of local counsel for the Company in the states of Louisiana, Washington and Montana, each in a form reasonably acceptable to Xxxxxx & Xxxxxxx and the Purchaser. (e) The Purchaser shall have received from Xxxxxx & Xxxxxxx, counsel for the Purchaser, such opinion or opinions, dated the Closing Date, with respect to the incorporation of the Company, the validity of the Notes and the LLC Interests, the Offering Document, the exemption from registration for the offer and sale of the Notes and the LLC Interests by the Company to the Purchaser and the resales by the Purchaser as contemplated hereby and other related matters as CSFBC may require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters, with reference to same in the Offering Circular. (f) The Purchaser shall have received a certificate, dated as of the Closing Date, of the Chief Executive Officer, President or the any Vice President and a principal financial or accounting officer of the Company in form a substance reasonably satisfactory to the Placement Agent and its counsel, each Guarantor in which such officers, to the effect best of their knowledge after reasonable investigation, shall state that as of the Closing Date: (i) the representations and warranties of the Company and each Guarantor in this Agreement are true and correct, that correct in all material respects; (ii) the Company and each Guarantor has complied with all agreements in all material respects and satisfied all conditions on its part to be performed or satisfied hereunder in all material respects at or prior to such the Closing Date, and that ; (iii) subsequent to the respective dates of the most recent financial statements in the Offering Document there has been no material adverse change, nor any development or event that would constitute a Material Adverse EffectEffect except as set forth in or contemplated by the Offering Document or as described in such certificate; and (iv) such other matters as CSFBC may reasonably require. (g) The Purchaser shall have received letters, nor any development or event known dated the Closing Date, of each of KPMG and Hawthorn which meet the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Company that prospectively involves a Material Adverse EffectClosing Date for the purposes of this subsection. (h) All transactions listed in the section entitled "The Offering Transactions" shall have resulted in gross proceeds of $8,000,000 or more being made available be consummated prior to the Company, provided that, the Company and the Placement Agent may agree, without notice to any Purchaser, to reduce the required amount of minimum gross proceeds being made available Closing Date in a manner reasonably satisfactory to the Company as a result of the Offering to any amount not less than $5,000,000 at any time following the execution hereof, in their sole and absolute discretionPurchaser. (i) The Company and the Company’s transfer agent Purchaser shall have received an executed irrevocable instructions certificate in the form attached hereto as Exhibit C (the “Irrevocable Transfer Agent Instructions”), instructing such transfer agent, and any subsequent transfer agent, to promptly issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Underlying Common Stock in such amounts as specified Annex A from time to time by the Purchaser to the Company upon conversion of the Series B Convertible Preferred Stock and/or upon exercise of the Series B Warrants. (j) The Purchaser shall have received a certificate evidencing the incorporation and good standing of the Company in Nevada issued by the Secretary of State of the State of Nevada as of a date within ten (10) days of the Closing Date, together with a certificate evidencing the good standing of the Company as a foreign corporation in the State of Texas issued by the Secretary of State of the State of Texas. (k) The Purchaser shall have received a certified copy of the Certificate of Incorporation and the Certificate of Designation, as certified by the Secretary of State of the State of Nevada as of a date within ten (10) days of the Closing Date. (l) The Purchaser shall have received from the Company a secretary’s certificate, dated as of the Closing Date, certifying as to (A) resolutions, (B) the Articles of Incorporation and (C) the Bylaws, each as in effect at the date hereof. (m) BRS. The Company and each Guarantor will furnish the Purchaser with such number of conformed copies of such opinions, certificates, letters and documents as the Purchaser may reasonably request in writingrequest. Any Purchaser CSFBC may in its sole discretion waive on behalf of the Purchaser compliance with any conditions to the obligations of the Purchaser hereunder.

Conditions of the Obligations of the Purchaser. In addition to the conditions precedent set forth in Section 4 of this Agreement, the obligations of the Purchaser to purchase and pay for the Offered Securities on the Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Company shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Placement AgentPurchaser. (b) The Purchaser shall have received copies of all documents and information, which it may have reasonably requested in connection with the offering and sale of the Offered SecuritiesSecurities to the Purchaser. (c) The Company shall have caused its corporate and securities legal counsel, respectively, to deliver to the Purchaser the legal opinions in substantially the forms together attached hereto as Exhibit C. (d) The Company shall have caused its intellectual property counsel to deliver to the Purchaser the Howison and Arnott Opinion relating to the Intellectual Property, which is substantially in the form attached hereto as Exhibit B.D. (e) No stop order or suspension of trading shall have been imposed by Nasdaq, the Commission, any SRO or any other governmental regulatory body with respect to public trading in Common Stock of the Company. (f) Subsequent to the execution and delivery of this Agreement, Agreement but prior to the Closing Date Date, there shall not have occurred (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Placement AgentPurchaser, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, or (ii) (A) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its Subsidiaries taken as one enterprise which, in the judgment of the Purchaser is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of (and payment for for) the Offered SecuritiesSecurities to the Purchaser; (B) any material suspension or material limitation of trading in securities generally on NASDAQ or any setting of minimum prices for trading on NASDAQ, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (C) any banking moratorium declared by United States Federal or New York authorities; or (D) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Purchaser, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of (and payment for for) the Offered SecuritiesSecurities to the Purchaser. (g) The Purchaser shall have received a certificate, dated as of the Closing Date, of the Chief Executive Officer, President or the principal financial or accounting officer of the Company in form a substance reasonably satisfactory to the Placement Agent Purchaser and its counsel, in which such officers, to the effect that the representations and warranties of the Company in this Agreement are true and correct, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date, and that there has been no development or event that would constitute a Material Adverse Effect, nor any development or event known to the Company that prospectively involves a Material Adverse Effect. (h) The Offering Simultaneously with or prior to the Closing, the Company shall have resulted sold securities to third party purchasers, who are not acting in gross proceeds concert with the Purchaser, for an aggregate of a minimum of $8,000,000 or more being made available to the Companyand a maximum of $10,000,000, provided thatwhich securities shall be on, and have, such terms and conditions as the Company and the Placement Agent may agree, without notice to any Purchaser, to reduce the required amount of minimum gross proceeds being made available to the Company as a result of the Offering to any amount not less than $5,000,000 at any time following the execution hereof, shall determine in their its sole and absolute discretion. (i) The Company and the Company’s transfer agent shall have executed irrevocable instructions in the form attached hereto as Exhibit C E (the “Irrevocable Transfer Agent Instructions”), instructing such transfer agent, and any subsequent transfer agent, to promptly issue certificates, registered in the name of each the Purchaser or its respective nominee(s), for the Underlying Common Stock in such amounts as specified from time to time by the Purchaser to the Company upon conversion of the Series B Convertible Preferred Stock and/or upon exercise of the Series B Warrants. (j) The Purchaser shall have received a certificate evidencing the incorporation and good standing of the Company in Nevada issued by the Secretary of State of the State of Nevada as of a date within ten (10) days of the Closing Date, together with a certificate evidencing the good standing of the Company as a foreign corporation in the State of Texas issued by the Secretary of State of the State of Texas. (k) The Purchaser shall have received a certified copy of the Certificate of Incorporation and the Certificate of Designation, as certified by the Secretary of State of the State of Nevada as of a date within ten (10) days of the Closing Date. (l) The Purchaser shall have received from the Company a secretary’s certificate, dated as of the Closing Date, certifying as to (A) resolutions, (B) the Articles of Incorporation and (C) the Bylaws, each as in effect at the date hereof. (m) The Company will furnish the Purchaser such number of conformed copies of such opinions, certificates, letters and documents as the Purchaser may reasonably request in writing. Any The Purchaser may in its sole discretion waive compliance with any conditions to the obligations of the Purchaser hereunder.

Conditions of the Obligations of the Purchaser. In addition to the conditions precedent set forth in Section 4 of this Agreement, the The obligations of the Purchaser to purchase and pay for the Offered Securities on the Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Company shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Placement Agent. (b) 1. The Purchaser shall have received copies of all documents and informationreceived, which it may have reasonably requested in connection with the offering and sale on each of the Offered Securities. (c) The Company shall have caused its corporate date hereof and securities legal counselat the Closing Date, a letter dated the date hereof and the Closing Date, respectively, to deliver in form and substance satisfactory to the Purchaser from Xxxxxx Xxxxxxxx LLP, containing statements and information of the legal opinions type ordinarily included in substantially the forms together attached hereto as Exhibit C. (d) The Company shall have caused its intellectual property counsel accountants' "comfort letters" to deliver to the Purchaser the Howison and Arnott Opinion relating to the Intellectual Property, which is substantially in the form attached hereto as Exhibit B. (e) No stop order or suspension of trading shall have been imposed by Nasdaq, the Commission, any SRO or any other governmental regulatory body underwriters with respect to public trading the financial statements and certain financial information contained in Common Stock of or incorporated by reference in the CompanyOffering Document. (f) 2. Subsequent to the execution and delivery of this Agreement, but prior to the Closing Date there shall not have occurred (i) a change in U.S. U.S., Chilean or other or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Placement AgentPurchaser, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, or (ii) (A) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and or its Subsidiaries taken as one enterprise subsidiaries which, in the judgment of the Purchaser Purchaser, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (B) any material downgrading in the rating of any debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (C) any suspension or material limitation of trading in securities generally on NASDAQ the New York Stock Exchange, or any setting of minimum prices for trading on NASDAQsuch exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (CD) any banking moratorium declared by United States U.S. Federal or New York authorities; or (DE) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Purchaser, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities; or (f) any change in Chilean law or regulation (or the interpretation thereof) affecting the attractiveness of the Offered Securities to Chilean pension funds. (g) 3. The Purchaser shall have received a certificatean opinion, dated the Closing Date, of Xxxxxx, Xxxx & Xxxxxxxx, counsel for the Company, as follows: 1. This Agreement has been duly authorized, executed and delivered by the Company; 2. The Offered Securities constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Offered Securities are in the form contemplated by the Indenture; 3. The Indenture constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); 4. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any federal, New York, or California court or governmental authority or agency is legally required for the execution and delivery of this Agreement or the Indenture or in connection with the offering, issuance or sale of the Offered Securities under this Agreement, other than those which have been obtained, or as may be required under state securities or blue sky laws; 5. The Offered Securities being sold pursuant to this Agreement and the Indenture conform in all material respects to the descriptions thereof contained in the Offering Circular under the headings "Description of Notes" and "Description of the Indenture"; 6. The Company is not, and upon the issuance and the sale of the Offered Securities and the application of the net proceeds therefrom as described in the Offering Circular will not be, an "investment company" or an entity "controlled by" an "investment company" as such terms are defined in the 1940 Act; 7. Such counsel have no reason to believe that the Offering Circular, or any amendment or supplement thereto, or any Exchange Act Report as of the date hereof and as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood that such counsel need express no opinion as to the financial statements or other financial data contained in the Offering Circular; and 8. It is not necessary in connection with (i) the offer, sale and delivery of the Chief Executive OfficerOffered Securities by the Company to the Purchaser pursuant to this Agreement or (ii) the resales of the Offered Securities by the Purchaser in the manner contemplated by this Agreement, President to register the Offered Securities under the Securities Act or to qualify an indenture in respect thereof under the Trust Indenture Act. 4. The Purchaser shall have received an opinion, dated the Closing Date, of Xxxxxxxxx X. Xxxxxxx, General Counsel for the Company, as follows: 1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware; 2. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership, operation or leasing of property or the principal conduct of business, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect; 3. Each Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Document and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership, operation or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect. Except as otherwise stated in the Offering Document, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and is validly issued, fully paid and non-assessable and, to the best of such counsel's knowledge, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of preemptive or other similar rights of any securityholder of such Subsidiary; 4. The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Document (except where the lack of such power or authority would not have a Material Adverse Effect) and to enter into and perform its obligations under this Agreement; 5. This Agreement has been duly authorized, executed and delivered by the Company; 6. The Offered Securities have been duly authorized by the Company for issuance and sale to the Purchaser pursuant to this Agreement. 7. The documents incorporated by reference in the Offering Circular since January 1, 2001 (other than financial statements and notes thereto, schedules and other financial data included in, incorporated by reference in or accounting officer omitted therefrom, as to which such counsel expresses no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder; 8. To the best of such counsel's knowledge, no default exists and no event has occurred that with notice, lapse of time, or both, would constitute a default in the due performance and observance of any term, covenant or condition of any agreement to which the Company or the Subsidiaries are a party or by which any of them is bound, which default is or would result in a Material Adverse Effect; 9. The Indenture has been qualified under the Trust Indenture Act, and has been duly authorized, executed and delivered by the Company; 10. The execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated by this Agreement and the Indenture (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Offered Securities as described under the caption "Use of Proceeds") and compliance by the Company with its obligations thereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company in form a substance reasonably satisfactory or any of its subsidiaries pursuant to the Placement Agent and its any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreement or instrument, known to such counsel, in to which such officersthe Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the effect that the representations and warranties assets, properties or operations of the Company in this Agreement are true and corrector any of its Subsidiaries is subject, that the Company has complied with all agreements and satisfied all conditions on its part to be performed except for such conflicts, breaches, defaults, events or satisfied hereunder at liens, charges or prior to such Closing Date, and that there has been no development or event encumbrances that would constitute not result in a Material Adverse Effect, nor will such action result in any development violation of the provisions of the charter or event by-laws of the Company or any of its Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree, known to such counsel, of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or any of their assets, properties or operations; 11. To the best of such counsel's knowledge and except as disclosed in the Offering Document (A) there is not pending or threatened any action, suit, proceeding, inquiry or investigation to which the Company or any of its subsidiaries thereof is a party or to which the assets, properties or operations of the Company or any of its subsidiaries thereof is subject, before or by any court or governmental agency or body, domestic or foreign, which might reasonably be expected to result in a Material Adverse Effect or which might reasonably be expected to materially and adversely affect the assets, properties or operations of the Company and its subsidiaries taken as a whole or the consummation of the transactions contemplated under this Agreement, the Indenture or the performance by the Company of its obligations thereunder, (B) no default exists in the due performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument so described, except for defaults that prospectively involves would not have a Material Adverse Effect and (C) the Company is not in violation of its charter or by-laws; 12. All descriptions in the Offering Document as of their dates, of statutes, legal and governmental proceedings and contracts and other documents are accurate in all material respects and fairly present the information required to be shown. To the best knowledge of such counsel, there is no litigation or governmental proceeding or investigation, pending or threatened, that would be required to be described in the Offering Document if it were a prospectus subject to the requirements of the Securities Act that is not described in the Offering Document or the Exchange Act Reports incorporated therein by reference; 13. The authorized, issued and outstanding capital stock of the Company is as set forth in the Offering Circular in the column entitled "Actual" under the caption "Capitalization" (except for subsequent issuances, if any, pursuant to reservations, agreements or employee benefit plans referred to in the Offering Document or the Exchange Act Reports or pursuant to the exercise of convertible securities or options referred to in the Offering Document or the Exchange Act Reports). The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company; 14. To the best of such counsel's knowledge, each of the Company and the Subsidiaries has such Authorizations from all regulatory or governmental officials, bodies and tribunals as are necessary to own, lease and operate its respective properties and to conduct its business in the manner described in the Offering Document, except where the failure to obtain such Authorizations would not have, singly or in the aggregate, a Material Adverse Effect.; and (h) The 15. Such counsel has no reason to believe that the Offering shall have resulted in gross proceeds of $8,000,000 Circular, or more being made available to the Companyany amendment or supplement thereto, provided that, the Company and the Placement Agent may agree, without notice to or any Purchaser, to reduce the required amount of minimum gross proceeds being made available to the Company Exchange Act Report as a result of the Offering to any amount not less than $5,000,000 at any time following the execution hereof, in their sole date hereof and absolute discretion. (i) The Company and the Company’s transfer agent shall have executed irrevocable instructions in the form attached hereto as Exhibit C (the “Irrevocable Transfer Agent Instructions”), instructing such transfer agent, and any subsequent transfer agent, to promptly issue certificates, registered in the name of each Purchaser or its respective nominee(s), for the Underlying Common Stock in such amounts as specified from time to time by the Purchaser to the Company upon conversion of the Series B Convertible Preferred Stock and/or upon exercise of the Series B Warrants. (j) The Purchaser shall have received a certificate evidencing the incorporation and good standing of the Company in Nevada issued by the Secretary of State of the State of Nevada as of a date within ten (10) days of the Closing Date, together with a certificate evidencing the good standing of the Company as a foreign corporation in the State of Texas issued by the Secretary of State of the State of Texas. (k) The Purchaser shall have received a certified copy of the Certificate of Incorporation and the Certificate of Designation, as certified by the Secretary of State of the State of Nevada as of a date within ten (10) days of the Closing Date. (l) The Purchaser shall have received from the Company a secretary’s certificate, dated as of the Closing Date, certifying contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood that such counsel need express no opinion as to (A) resolutions, (B) the Articles of Incorporation and (C) financial statements or other financial data contained in the Bylaws, each as in effect at the date hereofOffering Circular. (m) 5. The Company will furnish Purchaser shall have received an opinion, dated the Closing Date, of Claro y Cia., special counsel for the Purchaser such number as follows: 1. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Chilean court or governmental authority or agency is legally required for the execution and delivery of conformed copies of such opinions, certificates, letters the Purchase Agreement by the Company and documents as the Purchaser may reasonably request or the Indenture by the Company or in writing. Any Purchaser may in its sole discretion waive compliance connection with any conditions the offering, issuance or sale of the Notes by the Company to the obligations Purchaser or the offer and resale of the Notes by the Purchaser hereunder.to Chilean Administradoras de Fondos de Pensiones ("AFPs"), other than those which have been obtained; 2. The offer and sale of the Notes by the Company to the Purchaser and the offer and resale of the Notes by the Purchaser to Chilean AFPs will not contravene any Applicable Law of the Republic of Chile. "

Conditions of the Obligations of the Purchaser. In addition to the conditions precedent set forth in Section 4 of this Agreement, the The obligations of the Purchaser to purchase and pay for the Offered Firm Securities on the First Closing Date and for the Optional Securities on the Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Company Purchaser shall have executed received a letter, dated the date of this Agreement Agreement, of UHY Xxxx Frankfort Xxxxx & Xxxx CPAs, LLP and Xxxx & Associates LLP, in form and substance reasonably satisfactory to the Purchaser, containing statements and information of the type customarily included in accountants’ “comfort letters” to initial purchasers with respect to the financial statements and certain financial information contained or incorporated by reference in the Preliminary Offering Circular and the Registration Rights Agreement and Offering Circular; provided that the letter delivered on the same Closing Date shall use a “cut-off” date no more than three business days prior to the Placement Agentsuch Closing Date. (b) The Purchaser shall have received copies of all documents and information, which it may have reasonably requested in connection with the offering and sale of the Offered Securities. (c) The Company shall have caused its corporate and securities legal counsel, respectively, to deliver to the Purchaser the legal opinions in substantially the forms together attached hereto as Exhibit C. (d) The Company shall have caused its intellectual property counsel to deliver to the Purchaser the Howison and Arnott Opinion relating to the Intellectual Property, which is substantially in the form attached hereto as Exhibit B. (e) No stop order or suspension of trading shall have been imposed by Nasdaq, the Commission, any SRO or any other governmental regulatory body with respect to public trading in Common Stock of the Company. (f) Subsequent to the execution and delivery of this Agreement, but prior to the Closing Date there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole which, in the judgment of CSFB, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (ii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Placement AgentCSFB, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, or (ii) (A) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its Subsidiaries taken as one enterprise which, in the judgment of the Purchaser is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (Biii) any material suspension or material limitation of trading in securities generally on NASDAQ the New York Stock Exchange or any setting of minimum prices for trading on NASDAQ, such exchange; (iv) or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (Cv) any banking moratorium declared by United States U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States; or (Dvii) any attack on, outbreak or escalation of major hostilities in which or act of terrorism involving the United States is involvedStates, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the PurchaserCSFB, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (c) The Purchaser shall have received an opinion, dated the Closing Date, of Xxxxxxx Xxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Purchaser, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Purchaser may reasonably request. (d) The Purchaser shall have received an opinion, dated the Closing Date, of King & Spalding LLP, special regulatory counsel for the Company, in form and substance satisfactory to counsel for the Purchaser, to the effect set forth in Exhibit A-1 hereto. (e) The Purchaser shall have received an opinion, dated such Closing Date, of the General Counsel for the Company, in form and substance satisfactory to counsel for the Purchaser, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Purchaser may reasonably request. (f) The Purchaser shall have received from Shearman & Sterling LLP, counsel for the Purchaser, such opinion or opinions, dated such Closing Date, with respect to the validity of the Offered Securities, the Offering Circular, the exemption from registration for the offer and sale of the Offered Securities by the Company to the Purchaser and the resales by the Purchaser as contemplated hereby and other related matters as CSFB may require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Shearman & Sterling LLP may rely as to matters governed by Delaware law upon the opinion of Xxxxxxx Xxxxx LLP referred to above. (g) The Purchaser shall have received a certificate, dated as of the such Closing Date, signed by any two of the Chief Executive Officerchief executive officer, President or president and the principal chief financial or accounting officer of the Company in form a substance reasonably satisfactory to the Placement Agent and its counsel, in which such officers, to the effect best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date, and that that, subsequent to the respective dates of the most recent financial statements in the Offering Document, there has been no development or event that would constitute a Material Adverse Effectmaterial adverse change, nor any development or event known to involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company that prospectively involves and its subsidiaries taken as a Material Adverse Effectwhole except as set forth in the Offering Document or as described in such certificate. (h) The Offering Purchaser shall have resulted received letters, dated such Closing Date, of UHY Xxxx Frankfort Xxxxx & Xxxx CPAs, LLP and Xxxx & Associates LLP which meet the requirements of subsection (a) of this Section, except that the specified date referred to in gross proceeds such subsection will be a date not more than three days prior to such Closing Date for the purposes of $8,000,000 or more being made available to the Company, provided that, the Company and the Placement Agent may agree, without notice to any Purchaser, to reduce the required amount of minimum gross proceeds being made available to the Company as a result of the Offering to any amount not less than $5,000,000 at any time following the execution hereof, in their sole and absolute discretionthis subsection. (i) The Company and the Company’s transfer agent Purchaser shall have executed irrevocable instructions received, on or prior to the date of this Agreement, lockup letters substantially in the form attached hereto as of Exhibit C (hereto signed by each of the “Irrevocable Transfer Agent Instructions”), instructing such transfer agent, executive officers and any subsequent transfer agent, to promptly issue certificates, registered in the name directors of each Purchaser or its respective nominee(s), for the Underlying Common Stock in such amounts as specified from time to time by the Purchaser to the Company upon conversion of the Series B Convertible Preferred Stock and/or upon exercise of the Series B Warrants.listed on Schedule C. (j) The Purchaser shall have received a certificate evidencing On the incorporation and good standing of the Company in Nevada issued by the Secretary of State of the State of Nevada as of a date within ten (10) days of the First Closing Date, together with a certificate evidencing the good standing of Registration Rights Agreement, in form and substance reasonably satisfactory to the Purchaser, shall have been duly executed and delivered by the Company as a foreign corporation in the State of Texas issued and (assuming due execution, delivery and performance by the Secretary of State of the State of TexasPurchaser) be in full force and effect. (k) The Purchaser shall have received a certified copy of On the Certificate of Incorporation and the Certificate of Designation, as certified by the Secretary of State of the State of Nevada as of a date within ten (10) days of the Closing Date. (l) The Purchaser shall have received from the Company a secretary’s certificate, dated as of the First Closing Date, certifying as the Issuer Call Spread, in form and substance reasonably satisfactory to (A) resolutionsthe Purchaser, (B) shall have been duly executed and delivered by the Articles of Incorporation Company and (Cassuming due execution, delivery and performance by the Purchaser) the Bylaws, each as be in effect at the date hereof. (m) full force and effect. The Company will furnish the Purchaser with such number of conformed copies of such opinions, certificates, letters and documents as the Purchaser may reasonably request in writingrequests. Any Purchaser CSFB may in its sole discretion waive on behalf of the Purchaser compliance with any conditions to the obligations of the Purchaser hereunder, whether in respect of the Optional Closing Date or otherwise.