Common use of Conditions to Obligations of Investors Clause in Contracts

Conditions to Obligations of Investors. The obligation of each of the Investors to complete the purchase of the Securities at the Closing is subject to fulfillment of the following conditions: The Company shall have executed and delivered an Investor Rights Agreement, dated the Closing Date, in the form attached as Exhibit 2 with respect to the Purchased Shares and the Underlying Shares (the "Investor Rights Agreement"); The Company shall have delivered to the Investors an opinion of counsel, dated the Closing Date and reasonably satisfactory to counsel for the Investors; The Company shall have complied fully with the Preemptive Rights; The representation and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by the Chief Executive Officer of the Company, in such capacity, to such effect (the "Closing Certificate") and the Closing Certificate shall also contain an accurate list of all the agreements to which the Company is a party that are material to the business, financial condition, results of operation, properties or operations of the Company and its Subsidiaries taken as a whole; The Company shall have executed and delivered all documents, reasonably requested by counsel for the Investors; and The Company shall pay the Investors' expenses to the extent set forth in Section 6.10 hereof.

Conditions to Obligations of Investors. The obligation of each obligations of the Investors to complete effect the purchase of transactions contemplated by this Agreement shall be subject to the Securities satisfaction at or prior to the Closing is subject to fulfillment Date of the following additional conditions: The : (a) the Company shall have executed and delivered an Investor Rights Agreement, dated performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Closing Date, in the form attached as Exhibit 2 with respect to the Purchased Shares ; and the Underlying Shares (the "Investor Rights Agreement"); The Company shall have delivered to the Investors an opinion of counsel, dated the Closing Date and reasonably satisfactory to counsel for the Investors; The Company shall have complied fully with the Preemptive Rights; The representation representations and warranties of the Company set forth contained in this Agreement which are qualified with respect to materiality shall be true and correct in all respects, and such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case as of the date Effective Date and at and as of this Agreement the Closing Date as if made at and as of such time (except to the extent such representations and warranties speak as of specifically relate to an earlier date) , in which case as of such earlier date), except as contemplated by the Closing Date Company Disclosure Letter or this Agreement; and Investors shall have received a Certificate of the Chairman and the Chief Executive Officer, the President and the Chief Financial Officer of the Company as though made on to the satisfaction of this condition; (b) the third party consents and related amendments listed in Section 3.8 of the Company Disclosure Letter shall have been obtained and all other third party consents shall have been obtained other than consents the failure of which to be obtained would not reasonably be expected to have a Company Material Adverse Effect; (c) effective as of the Closing Date, the Board of Directors shall consist of eight members and four (4) of the Directors of the Company shall consist of individuals designated in writing to the Company by the Investors; (d) each Investor shall have received from Straxxxxx Xxxcx Xxxlxxx & Xautx, xxunsel for the Company, an opinion dated the Closing Date in form and substance satisfactory to Investors and their counsel covering such legal matters as would be normal and customary for a transaction of this nature contemplated by this Amendment; (e) the Company and the Investors shall have entered into a Registration Rights Agreement in the form attached hereto as Exhibit G with respect to the Conversion Shares issuable upon convening of the Debentures and a Registration Rights Agreement in the form attached as Exhibit H with respect to the Conversion Shares issuable upon exercise of the Warrants; (f) the Investors and Stevxx X. Xxxxxxx, X.D.S. shall have entered into the Agreement Among Investors in the form attached hereto as Exhibit I; (g) the Lender Waivers shall still be in full force and effect and no event or condition shall have occurred constituting a breach or violation thereof, and the Company shall have performed the right to pay in all material respects all covenants and other obligations required to be performed by it under this Agreement at full, without premium or prior to penalty, the Existing Company Debt on the Closing Date; (h) there shall not exist on the Closing Date an Event of Default as defined in Article XII hereof or any condition or event which, after notice or lapse of time or both, would constitute an Event of Default; (i) the Company shall have duly reserved for issuance the Conversion Shares; (j) the Company shall have amended all of its written employment agreements with its executives in effect on the Effective Date in a manner reasonably satisfactory to the Investors to remove all "change of control" provisions contained therein and, specifically, provide that the consummation of the transaction contemplated by this Agreement and the Investors issuance of the Conversion Shares do not constitute a "change of control" under such agreements as in effect on the Effective Date; and (k) the Conversion Shares shall have been listed, subject to notice of issuance, on the NASDAQ National Market and the Company shall have received a certificate signed on behalf determination from the NASDAQ National Market that the consummation of the transactions contemplated by this Agreement will not affect the continued listing of the Common Stock of the Company by on the Chief Executive Officer of the Company, in such capacity, to such effect (the "Closing Certificate") and the Closing Certificate shall also contain an accurate list of all the agreements to which the Company is a party that are material to the business, financial condition, results of operation, properties or operations of the Company and its Subsidiaries taken as a whole; The Company shall have executed and delivered all documents, reasonably requested by counsel for the Investors; and The Company shall pay the Investors' expenses to the extent set forth in Section 6.10 hereofNASDAQ National Market.

Conditions to Obligations of Investors. The obligation of each obligations of the Investors to complete consummate the purchase Convertible Closing are subject to the satisfaction of conditions (a) - (f) set forth below, and the obligations of the Securities at the Investors to consummate any Subsequent Convertible Closing is are subject to fulfillment the satisfaction of the following conditions: The Company shall have executed and delivered an Investor Rights Agreement, dated the Closing Date, in the form attached as Exhibit 2 with respect to the Purchased Shares and the Underlying Shares condition (the "Investor Rights Agreement"); The Company shall have delivered to the Investors an opinion of counsel, dated the Closing Date and reasonably satisfactory to counsel for the Investors; The Company shall have complied fully with the Preemptive Rights; The representation and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and g): (except to the extent such representations and warranties speak as of an earlier datei) as of the Closing Date as though made on and as of the Closing Date, and the Company shall have performed in all material respects all covenants and other of its obligations hereunder required to be performed by it under this Agreement at on or prior to the Initial Convertible Closing Date, (ii) the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true in all material respects at and as of the Initial Convertible Closing Date as if made at and as of such date (except for such that refer to an earlier date) and (iii) the Investors shall have received a certificate signed on behalf by an executive officer of the Company to the foregoing effect; (b) The Company's shareholders shall have approved the issuance of the Convertible Notes and the issuance of the Warrants to Xxxxxxxx X. Xxx and Xxxxx X. Xxxxxxxxxx and the transactions as contemplated hereby; (c) Any regulatory consents or approvals required in connection with the transactions contemplated by this Agreement shall have been received and not withdrawn; (d) Any consent of Foothill Capital Corporation required in connection with the Chief Executive Officer transactions contemplated by this Agreement, including without limitation, the Convertible Closing and any Subsequent Convertible Closing, shall have been received and not withdrawn; (e) Investors shall have received an opinion of Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, counsel to the Company, dated the Initial Convertible Closing Date in reasonable and customary form. In rendering such capacityopinions, counsel may rely upon certificates of public officials, and as to such effect (the "Closing Certificate") and the Closing Certificate shall also contain an accurate list matters of all the agreements to which the Company is a party that are material to the businessfact, financial condition, results upon certificates of operation, properties or operations officers of the Company and its the Subsidiaries; (f) Investors shall have received all documents they may reasonably request relating to the existence of the Company and the Subsidiaries taken as a wholeand the authority of the Company to execute and perform this Agreement, all in form and substance reasonably satisfactory to the Investors; and (g) The Company shall have executed and delivered all documents, reasonably requested by counsel for complied with the Investors; and The Company shall pay the Investors' expenses to the extent procedures set forth in Section 6.10 hereof8.04.

Conditions to Obligations of Investors. The obligation obligations of the Investors to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or each Investor’s waiver, at or prior to the Closing, of each of the Investors to complete the purchase following conditions: (a) All approvals, consents, filings and waivers that are listed on Section 3.04 of the Securities Issuer’s Disclosure Schedules and Section 4.04 of the Company’s Disclosure Schedules, respectively, shall have been received, and executed counterparts thereof shall have been delivered to Investor at or prior to the Closing. (b) This Agreement and each of the other Transaction Documents shall have been executed and delivered by the requisite Parties and true and complete copies thereof shall have been delivered to Investor. (c) As to the Issuer: (i) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Issuer certifying: 1) that attached thereto are true and complete copies of all resolutions and other consents adopted by the Board and the Issuer’s Stockholders authorizing and approving the execution, delivery, filing and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions and consents are in full force and effect as of the Closing is subject to fulfillment and are all the resolutions and consents adopted in connection with the transactions contemplated hereby and thereby; 2) that attached thereto are true and complete copies of the following conditionscertificate of incorporation and by-laws of the Issuer and that such organizational documents are in full force and effect as of the Closing; and 3) the names and signatures of the officers of the Issuer authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (ii) The Issuer shall have duly adopted: (1) the Issuer’s Amended Articles, which shall have been filed with the Secretary of State of the State of Nevada and become effective under the Nevada Business Corporation Act on or prior to the Initial Closing and which shall remain in full force and effect as of each Closing, and Investor shall have received a certificate of the Secretary of State of the State of Nevada certifying that the Issuer’s Amended Articles has been filed and is effective; and (2) the Issuer’s Amended Bylaws. (iii) The Issuer shall have delivered to Investor (i) a good standing certificate (or its equivalent) for the Issuer from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Issuer is organized and (ii) a foreign qualification certificate (or its equivalent) for the Issuer from the secretary of state or similar Governmental Authority of each jurisdiction in which the Issuer has qualified, or is required to qualify, to do business as a foreign corporation. (iv) The Issuer shall have delivered, or caused to be delivered, to Investor each of the following, each in form and substance satisfactory to Investor: 1) Convertible Debentures evidencing the Securities; 2) an executed Indemnification Agreement, dated as of the Closing Date, for each of the Investors’ representatives designated to the Issuer’s Board. (v) The Issuer shall have delivered to Investor such other documents or instruments as Investor reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (d) As to the Company: (i) Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying: 1) that attached thereto are true and complete copies of all resolutions and other consents adopted by the Company’s Board, the Company’s Stockholders and the Company’s Lenders authorizing and approving the execution, delivery, filing and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions and consents are in full force and effect as of the Closing and are all the resolutions and consents adopted in connection with the transactions contemplated hereby and thereby; 2) that attached thereto are true and complete copies of the certificate of incorporation and by-laws of the Company and that such organizational documents are in full force and effect as of the Closing; and 3) the names and signatures of the officers of the Company authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder. (ii) The Company shall have duly adopted the Amended Certificate, which shall have been filed with the Secretary of State of the State of Delaware and become effective under the Delaware General Corporation Law on or prior to the Initial Closing and which shall remain in full force and effect as of each Closing, and Investor shall have received a certificate of the Secretary of State of the State of Delaware certifying that the Amended Certificate has been filed and is effective. (iii) The Company shall have delivered, or caused to be delivered, to Investor each of the following, each in form and substance satisfactory to Investor: 1) an executed and delivered an Investor Rights Indemnification Agreement, dated as of the Closing Date, in for each of the form attached as Exhibit 2 Investors’ representatives designated to the Issuer’s Board. (iv) The Company shall have fully complied with, or obtained appropriate consents or waivers with respect to, its obligations under each of the agreements or other documents identified on Section 4.02(c) of the Company’s Disclosure Schedules, including with respect to the Purchased Shares and the Underlying Shares any outstanding rights of first refusal, rights of first offer, pre-emptive rights or anti-dilution rights or redemption or repurchase rights. (the "Investor Rights Agreement"); v) The Company shall have delivered to Investor such other documents or instruments as Investor reasonably requests and are reasonably necessary to consummate the Investors an opinion of counsel, dated the Closing Date and reasonably satisfactory to counsel for the Investors; transactions contemplated by this Agreement. (e) The Company shall have complied fully received an executed agreement satisfactory to the Company that all “Swingbridge Crypto” entities that are the Company’s Lenders (collectively, “Swingbridge”) have agreed to convert any and all outstanding sums due to it by the Company under that certain their relevant loan documents with the Preemptive Rights; The representation Company (collectively, the “Swingbridge Loan”), to include such parties’ agreement to release in full forever any and warranties all liens that it has on the Company’s assets related to such loans to and obligations of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by the Chief Executive Officer of the Company, in such capacity, to such effect (the "Closing Certificate"“Swingbridge Conversion and Release Agreement”). (f) and the Closing Certificate shall also contain an accurate list of all the agreements to which the Company is a party that are material to the business, financial condition, results of operation, properties or operations of the Company and its Subsidiaries taken as a whole; The Company shall have received from DV Chain, LLC, which is a Company Lender (“DV Chain”), an executed and delivered all documents, reasonably requested by counsel for the Investors; and The Company shall pay the Investors' expenses consent to the extent set forth Company entering into this Agreement and the Merger, and consummating all the transactions contemplated hereby and thereby, and exercising its option to extend the maturity date of the loan to the Company by DV Chain pursuant to the applicable loan documents (the “DV Chain Consent and Maturity Extension”). (g) Further, the Securities are being offered by the Issuer on a “best efforts” basis, and there is no firm commitment by any Person to purchase or sell any of the Securities and no assurance that any of the Securities will be sold. There is no minimum number of the Securities required to be sold in Section 6.10 hereofthe Private Offering; provided, however, that unless a minimum amount of $3,000,000.00 in subscribed for Convertible Debentures is sold, the Issuer and the Company will not be able to effectuate the Merger, which is an express condition to the Initial Closing, and therefore the foregoing minimum subscription amount is a condition to the obligations of the Investors to consummate the transactions contemplated by this Agreement.

Conditions to Obligations of Investors. The obligation of each obligations of the Investors to complete consummate the purchase Convertible Closing are subject to the satisfaction of conditions (a) - (f) set forth below, and the obligations of the Securities at the Investors to consummate any Subsequent Convertible Closing is are subject to fulfillment the satisfaction of the following conditions: The Company shall have executed and delivered an Investor Rights Agreement, dated the Closing Date, in the form attached as Exhibit 2 with respect to the Purchased Shares and the Underlying Shares condition (the "Investor Rights Agreement"); The Company shall have delivered to the Investors an opinion of counsel, dated the Closing Date and reasonably satisfactory to counsel for the Investors; The Company shall have complied fully with the Preemptive Rights; The representation and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and g): (except to the extent such representations and warranties speak as of an earlier datei) as of the Closing Date as though made on and as of the Closing Date, and the Company shall have performed in all material respects all covenants and other of its obligations hereunder required to be performed by it under this Agreement at on or prior to the Initial Convertible Closing Date, (ii) the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true in all material respects at and as of the Initial Convertible Closing Date as if made at and as of such date (except for such that refer to an earlier date) and (iii) the Investors shall have received a certificate signed on behalf by an executive officer of the Company to the foregoing effect; (b) The Company's shareholders shall have approved the issuance of the Convertible Notes and the issuance of the Warrants to Lawrence J. Fox and James A. Rutherford and the transactions as contempxxxxx xxxxxx; (x) Xxx xxxxxxxxxx consents or approvals required in connection with the transactions contemplated by this Agreement shall have been received and not withdrawn; (d) Any consent of Foothill Capital Corporation required in connection with the Chief Executive Officer transactions contemplated by this Agreement, including without limitation, the Convertible Closing and any Subsequent Convertible Closing, shall have been received and not withdrawn; (e) Investors shall have received an opinion of Vorys, Sater, Seymour and Pease LLP, counsel to the Company, dated the Initial Xxxxxxxxxxx Xlosinx Xxxe in reasonable and customary form. In rendering such capacityopinions, counsel may rely upon certificates of public officials, and as to such effect (the "Closing Certificate") and the Closing Certificate shall also contain an accurate list matters of all the agreements to which the Company is a party that are material to the businessfact, financial condition, results upon certificates of operation, properties or operations officers of the Company and its the Subsidiaries; (f) Investors shall have received all documents they may reasonably request relating to the existence of the Company and the Subsidiaries taken as a wholeand the authority of the Company to execute and perform this Agreement, all in form and substance reasonably satisfactory to the Investors; and (g) The Company shall have executed and delivered all documents, reasonably requested by counsel for complied with the Investors; and The Company shall pay the Investors' expenses to the extent procedures set forth in Section 6.10 hereof8.04.