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

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx with respect to the authorization of the Common Stock, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities Units is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the . The Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there . There shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers Purchaser shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers Company shall have received an opinion of Xxxxxxx & Xxxxxxxxx with respect to the authorization obtained any and all consents, permits and waivers necessary or appropriate for consummation of the Common Stock, transactions contemplated by the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.Transaction Documents.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx Eric P. Littman, P.A. with respect to the authorization of the Common StockSxxxxx X Xxxxx, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). ) have been duly satisfied. (d) The Purchasers shall have received an opinion of Xxxxxxx Xxxxx & Xxxxxxxxx Xxxxx LLP with respect to the authorization of the Common Series B Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C.

Conditions of the Purchaser’s Obligations. The obligation obligations of each Purchaser the Purchasers to purchase and pay for consummate the Securities Closing is subject to the following conditions unless waived in writing by the Purchaser: Purchasers: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any either Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a. (c) and (b). The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx counsel to the Company with respect to the authorization matters set forth on Exhibit D. (d) The Company shall have taken, or simultaneously with the Closing shall take, all actions necessary to restore the Company to good standing in with the Maryland State Department of Assessment and Taxation, including, without limitation, filing its 2006 Personal Property Return with the Common Stock, Maryland Department of Assessments and Taxation and paying the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.applicable fees related thereto.

Conditions of the Purchaser’s Obligations. The obligation obligations of each Purchaser to purchase and pay for consummate the Securities is Closing are subject to the satisfaction or waiver by such Purchaser on or before the Closing Date of the following conditions unless waived in writing by conditions: (i) No Material Adverse Effect shall have occurred since the Purchaser: date hereof; (ii) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations as of the date hereof and warranties as of the Closing Date with a Material Adverse Effect qualifier, which shall be true the same force and correct effect as written) if made on and as of the Closing Date; Date (other than those qualified by materiality, Material Adverse Effect or similar qualifications, which shall be true in all respects), except for those representations and warranties which address matters only as of a particular date (which shall remain true and correct as of such date); (iii) All covenants and agreements contained in this Agreement to be performed by the Company shall have been performed and complied with in all material respects with all agreements respects; (iv) Such Purchaser shall have received a certificate, signed by an executive officer of the Company, certifying as to the matters set forth in Section 8(a)(i), (ii) and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to (iii); (v) As of the Closing Date. None , none of the issuance following events shall have occurred and sale of be continuing: (a) trading in the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order Common Stock shall have been issued in respect thereofsuspended by the Commission or the NASDAQ Capital Market; and there or (b) a banking moratorium shall not have been any legal actiondeclared either by U.S. federal or New York State authorities (collectively, ordera “Market Adverse Effect”); (vi) The Company shall have complied with the requirements of the Nasdaq Stock Market, decree or other administrative proceeding instituted orInc., to for the Company's knowledge, threatened against listing of the Shares on The Nasdaq Global Select Market; and (vii) Each of the Purchasers shall have timely received from the Company or against any Purchaser relating to the issuance a Purchase Notice. (viii) The Registration Rights Agreement shall be in full force and effect; and (ix) Each of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. The Purchasers shall have received certificates, dated on and as of the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer written evidence reasonably satisfactory to it of the Company, to the effect of paragraphs 5(a) and (b). The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx with respect to the authorization good standing of the Common Stock, the Warrants and the Warrant Shares and other customary matters Company in the state of Nevada, in writing or any standard form attached hereto as Exhibit B.of telecommunication from the appropriate governmental authorities of such jurisdiction.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx the Law Offices of Xxxxxx X. Xxxx, Ltd., with respect to the authorization of the Common Series C Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). ) have been duly satisfied. (d) The Purchasers shall have received an opinion of Xxxxxxx Xxxxx & Xxxxxxxxx Xxxxx LLP with respect to the authorization of the Common Series B Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C. (e) The Company enters into a letter of intent for the acquisition of Astrophysics, Inc., a copy of which has been provided to the Purchasers prior to the Closing.

Conditions of the Purchaser’s Obligations. The obligation obligations of each the Purchaser to purchase and pay for the Securities is Bonds will be subject to the accuracy of the representations and warranties on the part of the Issuer herein, to the performance by the Issuer and the Tenant of their respective obligations hereunder and to the following additional conditions unless waived precedent: (A) The Ordinance, the Indenture, the Site Lease and the Lease shall have been duly authorized and executed by the respective parties thereto in the form hereto before approved by the Purchaser and shall be in full force and effect and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Purchaser: . (B) At the Closing Time, the Purchaser shall receive in form and substance satisfactory to it: (1) The opinion of Bond Counsel approving the issuance and delivery of the Bonds. (2) A certificate or certificates, satisfactory in form and substance to Bond Counsel and the Purchaser, of an authorized official of the Issuer dated the date of closing to the effect that, to the best of such official’s knowledge and belief: (a) each of the representations and warranties of the Company contained Issuer set forth in this Agreement shall be true Section 1 hereof is true, accurate and correct complete in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; Time, and each of the Company shall have complied agreements of the Issuer set forth in all material respects with all agreements and satisfied all conditions on its part this Agreement to be performed or satisfied hereunder complied with at or prior to the Closing Date. None Time has been complied with as of such time; and (b) no litigation is pending, or to the best knowledge of the issuance and Issuer, threatened, to restrain or enjoin the issuance, execution, sale or delivery of the Securities pursuant to Bonds or contesting the issuance or the validity of the Bonds, the Ordinance, the Indenture, the Site Lease, the Lease, or this Agreement or any and that none of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily proceedings or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to authority for the issuance of the Securities Bonds has been repealed, revoked or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx with respect to the authorization of the Common Stock, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.rescinded.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx Xxxxxxxxx & Xxxxxxxxx Associates, counsel to the Company, or California counsel reasonably satisfactory to the Purchasers, with respect to the authorization of the Common StockShares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C. (e) The Company shall have submitted to the Purchasers a six month forward cash flow plan.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Execution Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Execution Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Execution Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx Xxxxxxxx & Xxxxxxxxx Xxxxxx, LLP legal counsel to the Company, with respect to the authorization of the Common StockShares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C. (e) The Company shall have obtained, on or before forty (40) days after the Execution Date, shareholder approval required pursuant to NASDAQ Small Cap Market rules for the transaction contemplated in the Transaction Documents.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; and the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, Agreement or the other Transaction Documents or the Disclosure Documents. The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx with respect to the authorization of the Common Stock, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B..

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx Xxxxx Mall, General Counsel of the Company, with respect to the authorization of the Common Series A Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the relevant Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers and Placement Agent shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial officer of the Company, to the effect of paragraphs 5(a6(a) and (b). . (d) On or before the Closing Date, the Purchasers shall have received the Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at all times from and after the Closing Date, subject to the Enforceability Exceptions. (e) The Purchasers and Placement Agent shall have received an opinion of Xxxxxx Xxxxxxx & Xxxxxxxxx Xxxxxxx L.L.P., counsel to the Company, with respect to the authorization of the Common Stock, the Warrants Shares and the Warrant Shares and other customary matters in substantially the form attached hereto as Exhibit B.C and subject to customary assumptions, limitations and qualifications for transactions of the type contemplated by the Transaction Documents.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : a. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the . The Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . b. None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . c. The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs Sections 5(a) and (b). . d. The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx legal counsel to the Company, with respect to the authorization of the Common Stock, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C. e. The Series A Certificate of Designation shall have been duly filed with the Secretary of State of the State of Delaware. f. As further described in the Investor Rights Agreement, Dxxxx Xxxxx, Txx Xxxxxx and a representative of Trident Capital (the “Investor Designees”) shall be elected to the Board of Directors of the Company, with Txx Xxxxxx as Chairman of the Board of Directors. Three existing members of the Board of Directors shall have resigned from the Board of Directors, leaving four prior members and the Investor Designees on the Board of Directors. Each Investor Designee shall be entitled to serve on any committee of the Board of Directors, subject to compliance with applicable securities laws and the rules and regulations of the applicable exchange on which the Company’s common stock are then quoted or traded. Each Investor Designee shall execute a director indemnification agreement upon election to the Board of Directors. g. The Company shall have received all necessary governmental and third party consents and approvals. h. The Company shall have complied with all applicable securities laws. i. The Company shall have amended its certificate of incorporation and bylaws as necessary to give effect to the provisions set forth herein or in the Transaction Documents. j. The Company shall have executed and delivered to the Purchasers the Investor Rights Agreement. k. The Company shall have furnished to the Purchaser a certificate from the transfer agent of the Securities, certifying as to the outstanding securities of the Company. l. On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities Units is subject to the following conditions unless waived in writing by the relevant Purchaser: The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. None of the issuance and sale of the Securities Units pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Basic Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities Units or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, Agreement or the other Transaction Documents or the Disclosure Basic Documents. The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer chief financial officer of the Company, to the effect of paragraphs 5(aSections 6(a) and (b). On or before the Closing Date, the Purchasers shall have received the Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at all times from and after the Closing Date, subject to the Enforceability Exceptions. The Purchasers shall have received an opinion of Xxxxxxx O'Melveny & Xxxxxxxxx Xxxxx LLP, counsel to the Company, with respect to the authorization of the Common Stock, the Warrants and the Warrant Shares Units and other customary matters in the form form, with respect to the opinions to be given, attached hereto as Exhibit B.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx Beckman, Lieberman & Xxxxxxxxx Barandes, LLP with respect to the authorization authorizxxxxx of xxx Xxxxes D Xxxxx, the Common StockConversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx Christopher K. Brenner, P.C. with respect to the authorization xxxxxxx xx xxx xxxxxxxzation of the Common Series A Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C. (e) The Purchasers shall have received pro forma financial statements relating to the Company's prospective acquisitions and biographical information regarding the Company's officers and directors. (f) The Company shall have received obtained and delivered to Purchasers approval by Crestview Captial ___ of the terms of this transaction.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for consummate the Securities Closing is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). The Purchasers Purchaser shall have received an opinion of Xxxxxxx Xxxxxx, Xxxx & Xxxxxxxxx Xxxxxxxx LLP with respect to the authorization of the Common Series H Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.E.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx Eric P. Littman, P.A. with respect to the authorization of the Common StockXxxxxx X Xxxxx, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the relevant Purchaser: : (a) The representations and warranties of made by the Company contained in this Agreement qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in this Agreement not qualified as to materiality shall be true and correct in all material respects (other than representations at all times prior to and warranties with a Material Adverse Effect qualifieron the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with as of such earlier date. The Company shall have performed in all agreements material respects all obligations and satisfied all conditions on its part herein required to be performed or satisfied hereunder at observed by it on or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Basic Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Basic Documents or the Disclosure Documents. . (c) The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities all of which shall be in full force and effect. (d) The Company shall have received (A) written notice from Nasdaq to the effect that the issuance and sale of the Securities as contemplated hereby will not require shareholder approval pursuant to the requirements of Nasdaq Marketplace Rule 4350(i), and (B) oral confirmation from Nasdaq that the Shares and the Warrant Shares shall have been approved for inclusion in The Nasdaq SmallCap Market upon official notice of issuance. (e) The Purchasers and Placement Agent shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial officer of the Company, to the effect of paragraphs 5(a), (b), (c) and (bd). . (f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Basic Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Basic Documents and related documents on behalf of the Company. (g) On or before the Closing Date, the Purchasers shall have received the Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at all times from and after the Closing Date, subject to the Enforceability Exceptions. (h) The Purchasers and Placement Agent shall have received an opinion of Xxxxxxx Xxxxxxx, Phleger & Xxxxxxxxx with respect Xxxxxxxx LLP, counsel to the authorization of the Common StockCompany, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.E. (i) No stop order or suspension of trading shall have been imposed by Nasdaq, the Commission or any other governmental regulatory body with respect to public trading in the Common Stock.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities Shares is subject to the following conditions unless waived in writing by the relevant Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities Shares pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Basic Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities Shares or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, Agreement or the other Transaction Documents or the Disclosure Basic Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer chief financial officer of the Company, to the effect of paragraphs 5(aSections 6(a) and (b). . (d) On or before the Closing Date, the Purchasers shall have received the Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at all times from and after the Closing Date, subject to the Enforceability Exceptions. (e) On or before the Closing Date, the Nasdaq National Market shall have provided verbal confirmation that no approvals are needed from such organization in order to consummate the sale of the Shares as contemplated herein. (f) The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx Xxxx X. Xxxxxxxx, Esq., counsel to the Company, with respect to the authorization of the Common Stock, the Warrants and the Warrant Shares and other customary matters in the form form, with respect to the opinions to be given, attached hereto as Exhibit B.EXHIBIT A. (g) The Company shall have issued and sold (or concurrently issue and sell) at least 2,900,000 shares of its Common Stock to the Purchasers at a purchase price of at least $2.40 per share.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxxxxx Xxxxxxx & Xxxxxxxxx PC with respect to the authorization of the Common StockNote, the ADM Warrants, the Ivivi Warrants and the Warrant Shares ADM Common Stock and the Ivivi Common Stock issuable upon the conversion or exercise of each of the above and other customary matters in the form attached hereto as Exhibit B.D.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the . The Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure SEC Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(aSections 4(a) and 4(b). (b). d) The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx legal counsel to the Company, with respect to the authorization of the Common Stock, the Warrants and the Warrant Shares Securities and other customary matters in the form attached hereto as Exhibit B.D. (e) The Major Investors (as defined in Section 8 hereof) shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (f) The Company’s Board of Directors shall have approved the Series C Certificate of Designations, in substantially the form as set forth on Exhibit C hereto. (g) The Company shall have received all necessary governmental and third party waivers, consents and approvals, other than the Stockholder Approval referred to in Section 3(e) hereof. (h) The Company shall have complied with all applicable securities laws. (i) On or prior to the date of the Initial Closing, the Company shall have authorized the filing of an amendment to the certificate of incorporation of the Company as necessary to give effect to the provisions set forth herein or in the Transaction Documents. (j) The Security Agreement shall have been duly executed by the Company and the parties thereto. (k) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (l) As soon as reasonably practicable following the Initial Closing, the Rights Agreement shall be amended so as to satisfy the covenant set forth in Section 3(f) hereof. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreement). (n) On or prior to the Closing Date, the Company shall have furnished to the Major Investors such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Major Investors.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx legal counsel to the Company, with respect to the authorization of the Common Stock, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx counsel from Xxxxx & Xxxxxxxxx Xxxxxx LLP with respect to the authorization of the Common Series I Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C. (e) The Company shall have retained a qualified Chief Financial Officer.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities Preferred Stock is subject to the following conditions unless waived in writing by the each Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities Preferred Stock pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities Preferred Stock or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxx & Xxxxxxx & Xxxxxxxxx LLP, counsel to the Company, with respect to the authorization of the Common Stock, the Warrants Preferred Stock and the Warrant Conversion Shares and other customary matters in the form attached hereto as Exhibit B.C-1. (e) The Purchasers shall have received an opinion of Sidley Austin LLP, counsel to the Company, with respect to the matters in the form attached hereto as Exhibit C-2. (f) All of the conditions precedent to the obligations of the Company contained in Article VIII of the Contribution Agreement shall have been satisfied. (g) The Company shall have entered into employment agreements with each of Xxxxxxx Xxxxxx and Xxx Xxxxxxx, and employment or consulting agreements with each of Xxxxx Xxxxx and Xxxx Xxxx (together with Messrs. Xxxxxx and Xxxxxxx, the “Management”). The equity compensation payable to the Management pursuant to such employment and/or consulting agreements shall be substantially as set forth on Schedule B hereto.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the . The Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure SEC Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(aSections 4(a) and 4(b). (b). d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx legal counsel to the Company, with respect to the authorization of the Common Stock, the Warrants and the Warrant Shares Securities and other customary matters in the form attached hereto as Exhibit B.C. (f) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit D-1 and Exhibit D-2. (g) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit E. (h) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (i) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (j) The Company shall have complied with all applicable securities laws. (k) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (l) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (m) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities Shares is subject to the following conditions unless waived in writing by the relevant Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities Shares pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Basic Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities Shares or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Basic Documents or the Disclosure Documents. . (c) The Purchasers and Placement Agent shall have received certificatesa certificate, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer chief financial officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) On or before the Closing Date, the Purchasers shall have received the Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at all times from and after the Closing Date, subject to the Enforceability Exceptions. (e) The Purchasers and Placement Agent shall have received an opinion of Xxxxxx & Xxxxxxx & Xxxxxxxxx LLP, counsel to the Company, with respect to the authorization of the Common Stock, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B. (f) The Purchasers and Placement Agent shall have received an opinion of the general counsel of the Company, with respect to the matters in the form attached hereto as Exhibit C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx Ellenoff Grossman & Xxxxxxxxx Schole LLP with respect to the authorization of the Common StockSerxxx X Xxock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C.

Conditions of the Purchaser’s Obligations. The obligation obligations of each Purchaser the Purchasers to purchase and pay for consummate the Securities Closing is subject to the following conditions unless waived in writing by the Purchaser: Purchasers: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any either Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a. (c) and (b). The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx counsel to the Company with respect to the authorization of the Common Series B Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.D.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities Shares is subject to the following conditions unless waived in writing by the relevant Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities Shares pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Basic Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities Shares or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, Agreement or the other Transaction Disclosure Documents or the Disclosure other Basic Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) On or before the Closing Date, the Purchasers shall have received the Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at all times from and after the Closing Date, subject to the Enforceability Exceptions. (e) On or before the Closing Date, the Nasdaq National Market shall have provided verbal confirmation that no approvals are needed from such organization in order to consummate the sale of the Shares as contemplated herein. (f) The Purchasers shall have received an opinion of Xxxxxxx Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx Xxxxxxxxx, LLP, counsel to the Company, with respect to the authorization of the Common Stock, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.A.

Conditions of the Purchaser’s Obligations. The obligation of each the Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers Purchaser shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers Purchaser shall have received an opinion of Xxxxxxx Savage Xxxxxxxxx Xxxx & Xxxxxxxxx Xxxxxx, LLP, counsel to the Company, and/or Florida counsel reasonably satisfactory to the Purchaser, with respect to the authorization of the Common StockShares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C. (e) The Purchaser shall have received a copy of a fully executed GMI Purchase Agreement; which agreement shall provide, inter alia, that all funds (including the Purchase Price for the Series E Stock that has been wired to the attorney’s escrow account of Xxxxxxx Xxxxx, as Escrow Agent, will only be released to the Xxxx/Xxxxxx Group upon written confirmation that the General Media Debtors have emerged from bankruptcy.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the . The Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure SEC Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(aSections 4(a) and 4(b). (b). d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx legal counsel to the Company, with respect to the authorization of the Common Stock, the Warrants and the Warrant Shares Securities and other customary matters in the form attached hereto as Exhibit B.D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation obligations of each the Purchaser to purchase and pay for the Securities is hereunder are subject to the following conditions unless waived in writing by accuracy of the Purchaser: The representations and warranties of the Company contained herein included, to the performance by the Company and the Partnership of their respective obligations hereunder, and to the following further conditions: (a) At the Closing Time, the Purchaser shall have received the favorable opinion dated as of such Closing Date, of Xxxxxx Xxxxxxxx LLP, counsel for the Company and the Partnership, in this Agreement such form and substance reasonably satisfactory to the Purchaser. (b) At the Closing Time, (1) there shall not have been, since the respective dates as of which information is given in the SEC Filings, any Material Adverse Change from that set forth in the SEC Filings, (2) no proceedings shall be true and correct pending or, to the knowledge of the Company or the Partnership, threatened against the Company, the Partnership, or any Subsidiary before or by any Federal, state, or other commission, board, or administrative agency wherein an unfavorable decision, ruling, or finding would reasonably be expected to result in all material respects (any Material Adverse Change other than as set forth in the SEC Filings, (3) the representations and warranties with a Material Adverse Effect qualifier, which set forth in Section 1 hereof shall be true and correct accurate as written) on though expressly made at and as of the such Closing DateTime; and (4) the Company shall have has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Time. The Purchaser shall have received, at the Closing Date. None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal actionTime, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. The Purchasers shall have received certificates, dated the Closing Date and signed a certificate executed by the President or Chief Executive Officer and the Chief Financial Officer of the Company, dated as of the Closing Date, evidencing compliance with the provisions of this subsection (b) and additionally stating that the conditions precedent set forth in this Section 7 have been satisfied. (c) The First Deluxe Closing shall have been consummated, or shall be consummated substantially concurrently with the Closing Date. (d) Any request for additional information on the part of the staff of the Commission or any state securities authorities regarding the Shares, any Exchange Securities or the transactions contemplated by this Agreement or any Registration Statement shall have been complied with to the effect satisfaction of paragraphs 5(athe staff of the Commission or such authorities. (e) The Company shall provide a list of the jurisdictions in which the Company and each Subsidiary set forth on Schedule I hereto is qualified or registered as a foreign corporation, partnership, limited liability company or other entity, as applicable (bthe “Foreign Qualification Schedule”). The Purchasers . (f) Prior to the Closing Time, counsel for the Purchaser shall have received an opinion been furnished with such documents and opinions as it may reasonably require for the purpose of Xxxxxxx & Xxxxxxxxx enabling them to pass upon the issuance and sale of the Shares or Exchange Securities as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein included; and all proceedings taken by the Company or the Partnership that are necessary in connection with respect the issuance and sale of the Shares shall be reasonably satisfactory in form and substance to the authorization Purchaser and its counsel. (g) At the Closing Time, no event shall have occurred that shall constitute a “Material Adverse Change” as defined in the Deluxe Acquisition Agreement. If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchaser by notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party, except that the Common Stockindemnity and contribution agreements set forth in Section 6(h), Section 9 and Section 10 hereof, the Warrants provisions concerning payment of expenses under Section 5 hereof and the Warrant Shares and other customary matters provisions relating to governing law shall remain in the form attached hereto as Exhibit B.effect.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx Xxxx X. Xxxxxxxx, Esq. with respect to the authorization of the Common Stock, the Warrants Series B Stock and the Warrant Shares Conversion Shares, and other customary matters consistent with that previously provided to the Purchasers in connection with prior purchases of securities from the form attached hereto as Exhibit B.Company.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx the Company’s counsel with respect to the authorization of the Common Stock, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: Purchasers: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser Purchasers relating to the issuance of the Securities or any Purchaser's Purchasers' activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers Common Stock Purchase Agreement between the Purchasers, Linsang Partners, LLC and Linsang International L.P. (collectively, the "LINSANG GROUP") shall have received an opinion of Xxxxxxx & Xxxxxxxxx with respect been executed and performed by all parties thereto, and all the conditions to the authorization obligations of the Linsang Group to sell to the Purchasers those shares referenced in such Common Stock, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.Stock Purchase Agreement shall have been satisfied.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser Purchase to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers Purchaser shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers Purchaser shall have received an opinion of Xxxxxxx & Xxxxxxxxx General Counsel for the Company, with respect to the authorization of the Common StockShares, the Warrants Warrant and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers Purchaser shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers Purchaser shall have received an opinion of Xxxxxxx Gxxxxx, Dxxx & Xxxxxxxxx Cxxxxxxx LLP with respect to the authorization of the Common Series G Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers Purchaser shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers Purchaser shall have received an opinion of Xxxxxxx Xxxxxxx, Phleger & Xxxxxxxxx Xxxxxxxx LLP, counsel to the Company, with respect to the authorization of the Common StockShares, the Warrants Warrant and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B. (e) The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Transaction Documents. (f) The Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware and shall continue to be in full force and effective as of the Closing Date. (g) The Company shall have paid the fees and expenses set forth in Section 15. (h) All proceedings in connection with the transactions contemplated at the Closing Date and all documents incident to such transactions shall be reasonably satisfactory in form and substance to the Purchasers and its special counsel.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx Steven Bell with respect to the authorization thx xxxxxxxxxtion of the Common Series I Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C. (e) The Purchasers shall have received all of the Disclosure Schedules attached hereto completed by the Company. (f) The Market Price of the Common Stock on the Closing Date shall be less than or equal to $1.50 per share.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx Xxxxxx & Xxxxxxxxx Whitney LLP, counsel to the Company, with respect to the authorization of the Common StockShares, the Warrants Warrant and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C. (e) The Purchasers shall have a right of first refusal on any financing in which the Company is the issuer of debt or equity securities between the Closing Date and the date of effectiveness of the Second Registration Statement. (f) The Company shall have submitted to the Purchasers a six month forward cash flow plan.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxx & Xxxxxxx & Xxxxxxxxx LLP, counsel to the Company, with respect to the authorization of the Common StockShares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B. (e) The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Transaction Documents. (f) The Company shall have paid the fees and expenses set forth in Section 15. (g) All proceedings in connection with the transactions contemplated at the Closing Date and all documents incident to such transactions shall be reasonably satisfactory in form and substance to the Purchasers and its special counsel.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the . The Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure SEC Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs Sections 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx legal counsel to the Company, with respect to the authorization of the Common Stock, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C. (e) The $5,338,000 in principal amount of outstanding promissory notes advanced to the Company from July 2007 to February 2008, together with accrued interest (the “Earlier Notes”), shall have been tendered, pursuant to that certain Securities Subscription Agreement dated as of June 4, 2008 by and among the Company and holders of Series A Preferred Stock, in exchange for shares of Series A Preferred Stock having such rights, preferences and privileges as set forth in the Certificate of Designations of Series A Preferred Stock as filed with the Secretary of State of the State of Delaware (the “Series A Certificate of Designations” and, together with the Series B Certificate of Designations, the “Certificates of Designations”) in the form attached hereto as Exhibit A-2, as more specifically set forth in Schedule II. All holders surrendering Earlier Notes shall have waived any anti-dilution, participation and other rights such holders may have, if any, in connection with the transactions contemplated hereby. (f) The holders of rights to receive $1,200,000 of shares of Series A Preferred Stock of the Company pursuant to subscription agreements entered into in April 2008 and May 2008 (the “Old Series A Stock”), as more specifically set forth in Schedule I, shall have waived all rights to receive such Old Series A Stock, in exchange for 60,000,000 Shares of Series B-1 Stock pursuant to this Agreement. All Purchasers surrendering rights to Old Series A Stock shall have waived any anti-dilution, participation and other rights such Purchasers may have, if any, in connection with the transactions contemplated hereby. (g) The holders of $800,000 in principal amount of promissory notes issued in February 2008 and March 2008, together with any associated warrants (the “Recent Notes and Warrants” and, together with the Earlier Notes, the Old Series A Stock and any warrants issued in connection therewith, the “Prior Securities”), as more specifically set forth in Schedule I, shall have tendered such notes and warrants representing the Recent Notes and Warrants in exchange for 40,000,000 Shares of Series B-1 Stock pursuant to this Agreement. All Purchasers surrendering Recent Notes and Warrants shall have waived any anti-dilution, participation and other rights such Purchaser may have in connection with the transactions contemplated hereby. (h) The holders of $1,200,000 in principal amount of promissory notes entered into in May 2008 (the “Recent Promissory Notes”), as more specifically set forth in Schedule I, shall have tendered such promissory notes in exchange for 60,385,275 Shares of Series B-1 Stock pursuant to this Agreement. (i) The Series A Certificate of Designations and the Series B Certificate of Designations shall have been duly filed with the Secretary of State of the State of Delaware. Prior to the Second Closing Date, the Company’s certificate of incorporation and the Series B Certificate of Designations shall have been amended to authorize and designate additional shares of Series B Stock in an amount sufficient to allow for the full amount of the Series B Stock contemplated to be issued on the Second Closing Date under Section 3(c) hereof .. (j) As further described in the Investor Rights Agreement, Dxxxx Xxxxx, Txx Xxxxxx and a representative of Trident Capital (the “Investor Designees”) shall be elected to the Board of Directors of the Company, with Txx Xxxxxx as Chairman of the Board of Directors. Three existing members of the Board of Directors shall have resigned from the Board of Directors, leaving four prior members and the Investor Designees on the Board of Directors. Each Investor Designee shall be entitled to serve on any committee of the Board of Directors, subject to compliance with applicable securities laws and the rules and regulations of the applicable exchange on which the Company’s common stock are then quoted or traded. Each Investor Designee shall execute a director indemnification agreement upon election to the Board of Directors. (k) As further described in the Investor Rights Agreement, the Company shall have agreed that one of the four prior members of the Board of Directors shall resign at such time as requested by holders of a majority of the outstanding shares of Series B Stock to permit election of a new seventh member of the Board of Directors approved by a majority of the remainder of the Board of Directors. (l) The Lead Investors shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (m) The Company shall have received all necessary governmental and third party consents and approvals. (n) The Company shall have received full subscription of at least $5,500,000 of Series B-1 Stock to be issued at the Initial Closing pursuant to this Agreement. (o) The Company shall have complied with all applicable securities laws. (p) The Company shall have amended its certificate of incorporation and bylaws as necessary to give effect to the provisions set forth herein or in the Transaction Documents. (q) The Company shall have executed and delivered to the Purchasers the Investor Rights Agreement. (r) The Company shall have furnished to the Lead Investors a certificate from the transfer agent of the Securities, certifying as to the outstanding securities of the Company. (s) On or prior to the Closing Date, the Company shall have furnished to the Lead Investors such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Lead Investors.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the each Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Knowledge of the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a7(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx Faegre & Xxxxxxxxx Xxxxxx LLP, counsel to the Company, with respect to the authorization of the Common Preferred Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.D. (e) The Company shall have entered into a Registration Rights Agreement with the Purchasers substantially in the form of Exhibit C hereto. (f) The Company shall have entered into a merger agreement (the “Merger Agreement”) substantially in the form of Exhibit E hereto with a NASDAQ listed company (the “Public Company”) identified by MAG and acceptable to the Company providing for the merger of a wholly owned subsidiary of the Public Company into the Company, with the Company as the surviving entity (the “Merger”). Pursuant to the Merger, (i) the Public Company shall issue sufficient shares to the Company such that the Company’s shareholders on a fully diluted basis (including the Series A Preferred Stock) shall own 92.0% of the resulting entity and the Public Company shareholders on a fully diluted basis shall own 8.0% of the resulting entity; (ii) the management and board of directors of the Company shall remain the management and board of directors following the closing of the Merger; and (iii) the existing business assets and liabilities of the Public Company will be spun off or sold. Such Merger Agreement shall remain in full force and effect and shall not have been terminated by any party thereto as of the Closing Date. (g) The Company shall have entered into employment agreements with each of Xxxxxxx Xxxxxx, Xxxxxx Xxxxx, and Xxxx Xxxxxxxx (collectively, the “Management”). The equity compensation payable to the Management pursuant to such employment and/or consulting agreements shall be substantially as set forth on Schedule B hereto. (h) It shall be a condition to the obligations of the Initial Closing Purchasers that the Company shall have entered into lock up agreements in the form attached hereto as Exhibit F with each of Xxxxxxx Xxxxxx, Xxxxx Alaskan, Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxx Xxxxxxxx and Xxxx Xxxx. (i) It shall be a condition to the obligations of the Second Closing Purchasers that the Company shall have entered into lock up agreements in the form attached hereto as Exhibit F with each officer or director of the Company and any shareholder holding 100,000 or more shares of the Company Common Stock (other than the Purchasers). (j) It shall be a condition to the obligations of the Second Closing Purchasers that the Company shall have received on or prior to the Second Closing Date executed waivers from each of its shareholders (other than the Purchasers) waiving any and all pre-emptive rights to purchase additional shares of Common Stock of the Company under any present or previous provisions of the Company’s Articles of Incorporation, and releasing any and all claims that any such shareholder may have against the Company related to any such pre-emptive rights, such waiver to be in a form Exhibit G hereto. (k) It shall be a condition to the obligations of the Second Closing Purchasers that all conditions precedent to the closing of the Merger pursuant to the Merger Agreement shall have been satisfied or waived. (l) It shall be a condition to the obligations of the Second Closing Purchasers that the Company shall have entered into an employment agreement with a Chief Financial Officer reasonably acceptable to the Purchasers on or prior to the Second Closing Date.

Conditions of the Purchaser’s Obligations. The obligation obligations of each Purchaser the Purchasers to purchase and pay for consummate the Securities Closing is subject to the following conditions unless waived in writing by the Purchaser: Purchasers: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any either Purchaser relating to the issuance of the Securities or any either Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a. (c) and (b). The Purchasers shall have received an opinion of Xxxxxxx Xxxxxx, Xxxx & Xxxxxxxxx Xxxxxxxx LLP with respect to the authorization of the Common Series I Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.D.

Conditions of the Purchaser’s Obligations. The obligation obligations of each Purchaser to purchase and pay for consummate the Securities is Closing are subject to the satisfaction or waiver by such Purchaser on or before the Closing Date of the following conditions unless waived in writing by conditions: (i) No Material Adverse Effect shall have occurred since the Purchaser: date hereof; (ii) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations as of the date hereof and warranties as of the Closing Date with a Material Adverse Effect qualifier, which shall be true the same force and correct effect as written) if made on and as of the Closing Date; Date (other than those qualified by materiality, Material Adverse Effect or similar qualifications, which shall be true in all respects), except for those representations and warranties which address matters only as of a particular date (which shall remain true and correct as of such date); (iii) All covenants and agreements contained in this Agreement to be performed by the Company shall have been performed and complied with in all material respects with all agreements respects; (iv) Such Purchaser shall have received a certificate, signed by an executive officer of the Company, certifying as to the matters set forth in Section 8(a)(i), (ii) and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to (iii); (v) As of the Closing Date. None , none of the issuance following events shall have occurred and sale of be continuing: (a) trading in the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order Common Stock shall have been issued in respect thereofsuspended by the Commission or the NASDAQ Capital Market; and there or (b) a banking moratorium shall not have been any legal actiondeclared either by U.S. federal or New York State authorities (collectively, ordera "Market Adverse Effect"); (vi) The Company shall have complied with the requirements of the Nasdaq Stock Market, decree or other administrative proceeding instituted orInc., to for the Company's knowledge, threatened against listing of the Shares on The Nasdaq Global Select Market; and (vii) Each of the Purchasers shall have timely received from the Company or against any Purchaser relating to the issuance a Purchase Notice. (viii) The Registration Rights Agreement shall be in full force and effect; and (ix) Each of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. The Purchasers shall have received certificates, dated on and as of the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer written evidence reasonably satisfactory to it of the Company, to the effect of paragraphs 5(a) and (b). The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx with respect to the authorization good standing of the Common Stock, the Warrants and the Warrant Shares and other customary matters Company in the state of Nevada, in writing or any standard form attached hereto as Exhibit B.of telecommunication from the appropriate governmental authorities of such jurisdiction.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a. (c) and (b). The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx legal counsel to the Company, with respect to the authorization of the Common Stock, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx & Xxxxxxxxx counsel selected by the Company with respect to the authorization of the Common Series B Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the such Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the . The Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there . There shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's ’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's ’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificatesa certificate, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, Company to the effect of paragraphs 5(a3(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxx & Xxxxxxx & Xxxxxxxxx LLP, counsel to the Company, with respect to the authorization of the Common StockShares, the Warrants and the Warrant Shares and certain other customary matters in matters. (e) The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the form attached hereto as Exhibit B.transactions contemplated by the Transaction Documents.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser: : (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. . (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents. . (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b). . (d) The Purchasers shall have received an opinion of Xxxxxxx Xxxxxx & Xxxxxxxxx Whitney LLP, counsel to the Company, with respect to the authorization of the Common StockShares, the Warrants Warrant and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.C.