Common use of CONDITIONS TO THE BUYER'S OBLIGATION Clause in Contracts

CONDITIONS TO THE BUYER'S OBLIGATION. TO MAKE PURCHASES OF SHARES OF COMMON STOCK. The obligation of the Buyer to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that the Company may begin sales) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred: (a) The Company shall have executed each of the Transaction Documents and delivered the same to the Buyer; (b) The Company shall have issued to the Buyer the Commitment Shares and the Initial Purchase Shares and shall have removed the restrictive transfer legend from the certificate representing the Commitment Shares and the Initial Purchase Shares; (c) The Common Stock shall be authorized for quotation on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal Market and the Purchase Shares and the Commitment Shares shall be approved for listing upon the Principal Market; (d) The Buyer shall have received the opinions of the Company's legal counsel dated as of the Commencement Date substantially in the form of EXHIBIT A attached hereto; (e) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The Buyer shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as EXHIBIT B; (f) The Board of Directors of the Company shall have adopted resolutions in the form attached hereto as EXHIBIT C which shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date; (g) As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting purchases of Purchase Shares hereunder, 7,333,333 shares of Common Stock including the Initial Purchase Shares; (h) The Irrevocable Transfer Agent Instructions, in form acceptable to the Buyer shall have been delivered to and acknowledged in writing by the Company and the Company's Transfer Agent; (i) The Company shall have delivered to the Buyer a certificate evidencing the incorporation and good standing of the Company in the State of Nevada issued by the Secretary of State of the State of Nevada as of a date within ten (10) Business Days of the Commencement Date; (j) The Company shall have delivered to the Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Nevada within ten (10) Business Days of the Commencement Date; (k) The Company shall have delivered to the Buyer a secretary's certificate executed by the Secretary of the Company, dated as of the Commencement Date, in the form attached hereto as EXHIBIT D; (l) A registration statement covering the sale of all of the Commitment Shares and Purchase Shares shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to the registration statement shall be pending or threatened by the SEC. The Company shall have prepared and delivered to the Buyer a final and complete form of prospectus, dated and current as of the Commencement Date, to be used by the Buyer in connection with any sales of any Commitment Shares or any Purchase Shares, and to be filed by the Company one Business Day after the Commencement Date. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Commitment Shares and the Purchase Shares pursuant to this Agreement in compliance with such laws; (m) No Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred; (n) On or prior to the Commencement Date, the Company shall take all necessary action, if any, and such actions as reasonably requested by the Buyer, in order to render inapplicable any control share acquisition, business combination, shareholder rights plan or poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Buyer's ownership of the Securities; and (o) The Company shall have provided the Buyer with the information requested by the Buyer in connection with its due diligence requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(g) hereof.

CONDITIONS TO THE BUYER'S OBLIGATION. TO MAKE PURCHASES OF SHARES OF COMMON STOCK. The Buyer’s obligation of to consummate the Buyer transactions to buy Purchase Shares under this Agreement be performed by it in connection with the Closing is subject to satisfaction or waiver on or prior to the satisfaction of each Closing Date of the following conditions on or before the Commencement Date (the date that the Company may begin sales) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurredconditions: (a) The Company shall have executed each the representations and warranties of the Transaction Documents Seller in Sections 3.1 and delivered the same to the Buyer; (b) The Company shall have issued to the Buyer the Commitment Shares 3.2 and the Initial Purchase Shares and shall have removed the restrictive transfer legend from the certificate representing the Commitment Shares and the Initial Purchase Shares; (c) The Common Stock shall be authorized for quotation on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal Market and the Purchase Shares and the Commitment Shares shall be approved for listing upon the Principal Market; (d) The Buyer shall have received the opinions of the Company's legal counsel dated as of the Commencement Date substantially in the form of EXHIBIT A attached hereto; (e) The representations and warranties of the Company in Sections 5.1, 5.2, 5.7(a)(i)-(iv), 5.15(b) and 5.15(e) shall be true and correct in all respects as of the Effective Date and as of the Closing as though made at the Closing and all other representations and warranties of the Seller shall be true and correct in all respects as of the Effective Date and as of the Closing as though made at the Closing except for any inaccuracy that would not constitute a Material Adverse Effect; (b) the Seller and the Company shall have performed and complied with all of their covenants hereunder in all material respects (through the Closing, except to the extent that any of such representations and warranties is already covenants are qualified by terms such as to materiality in Section 3 above, “material,” or “Material Adverse Effect,” in which case, such representations and warranties shall be true and correct without further qualification) as of case the date when made and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company Seller shall have performed, satisfied performed and complied with all of such covenants (as so written, including the covenantsterm “material” and “Material”) in all respects through the Closing; provided however that if Seller, agreements and conditions required by Company or Consolidated Subsidiaries do not complete the Transaction Documents to be performedcovenants contained in Section 6.14, satisfied or complied with by the Company at or prior to the Commencement Date. The Buyer such incompletion shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as EXHIBIT Bnot delay Closing; (fc) The Board of Directors no Legal Proceeding shall be pending or threatened in writing against the Seller, the Company or any Consolidated Subsidiary wherein an unfavorable judgment, order, decree, stipulation or injunction could reasonably be expected to prevent consummation of the Company shall have adopted resolutions in transactions contemplated by this Agreement or cause the form attached hereto as EXHIBIT C which shall transactions contemplated by this Agreement to be in full force and effect without rescinded following consummation of any amendment or supplement thereto as of the Commencement Datesuch transaction; (gd) As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting purchases of Purchase Shares hereunder, 7,333,333 shares of Common Stock including the Initial Purchase Shares; (h) The Irrevocable Transfer Agent Instructions, in form acceptable to the Buyer shall have been delivered to and acknowledged in writing by the Company Seller and the Company's Transfer Agent; (i) The Company shall have delivered to the Buyer a certificate evidencing (without qualification as to knowledge, materiality or otherwise) to the incorporation and good standing effect that each of the Company conditions specified above in the State of Nevada issued by the Secretary of State of the State of Nevada as of a date within ten (10Sections 8.1(a) Business Days of the Commencement Datethrough 8.1(c) is satisfied in all respects; (je) The Company all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated and the Florida Office of Insurance Regulation shall have approved the consummation of the transactions contemplated by this Agreement; (f) the Seller shall have delivered to the Buyer a certified copy certificate of organization, or its equivalent, and certificate(s) of good standing and/or existence, or its equivalent, of the Certificate Company and each of Incorporation as the Consolidated Subsidiaries, certified by the Secretary of State an appropriate authority of the State applicable governmental authority issuing such certificate in the jurisdiction of Nevada within ten (10) Business Days of the Commencement Dateeach entity’s creation, formation, or organization; (kg) The Company the Seller shall have delivered to the Buyer a secretary's certificate executed by of a secretary or assistant secretary of such Seller certifying to such Seller’s organizational documents (including any operating agreements) and the Secretary resolutions of the Company, dated as board of directors of the Commencement Date, in Seller approving this Agreement and the form attached hereto as EXHIBIT Dtransactions contemplated hereby; (lh) A registration statement covering the sale of all of the Commitment Shares and Purchase Shares Seller shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to the registration statement shall be pending or threatened by the SEC. The Company shall have prepared and delivered to the Buyer a final certificate of a secretary or assistant secretary of the Company and complete form each of prospectusthe Consolidated Subsidiaries certifying to the Company’s and the Consolidated Subsidiaries’ organizational documents (including any operating agreements) and, dated to the extent required by the organizational documents of such entities, the resolutions of the Board of Directors or other governing bodies of such entities approving this Agreement, the Transaction Documents to which the Company or such Consolidated Subsidiary is a party, and current the transactions contemplated hereby and thereby; (i) the Seller shall have delivered to the Buyer the certificate representing the Outstanding Stock duly endorsed in blank, and all other proper forms for transfer of the Outstanding Stock; (j) the Seller shall have delivered to the Buyer, to the extent so requested by Buyer, duly executed resignations from the directors and officers of the Company and the Consolidated Subsidiaries, effective as of the Commencement Date, to be used by the Buyer in connection with any sales of any Commitment Shares or any Purchase Shares, and to be filed by the Company one Business Day after the Commencement Date. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Commitment Shares and the Purchase Shares pursuant to this Agreement in compliance with such laws; (m) No Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred; (n) On or prior to the Commencement Date, the Company shall take all necessary action, if any, and such actions as reasonably requested by the Buyer, in order to render inapplicable any control share acquisition, business combination, shareholder rights plan or poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Buyer's ownership of the SecuritiesClosing; and (ok) The Company Seller shall have provided arranged for transfer of employees identified in Section 5.22(a)(ii) of the Buyer with Disclosure Schedule to employment of the information requested by Company or applicable Consolidated Subsidiary, to be effective as of the Buyer in connection with its due diligence requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(g) hereofClosing Date.

CONDITIONS TO THE BUYER'S OBLIGATION. TO MAKE PURCHASES OF SHARES OF COMMON STOCK. The obligation of the Buyer Buyers to buy Purchase purchase Purchased Shares under this Agreement is subject to the satisfaction of each of the following conditions on or before the Commencement Date (Closing Date; provided that these conditions are for the date that Buyers' benefit only and may be waived by the Buyers at any time in their absolute discretion by providing the Company may begin sales) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurredwith prior written notice thereof: (a) Trading in the Common Stock shall not have been suspended by the SEC or the Principal Market. (b) The stockholders of the Company shall have approved the transactions contemplated by this Agreement, including without limitation, the sale of the Purchased Shares pursuant to Section 1 above, the issuance of the Ancillary Warrants, the Reverse Split and the Company Name Change. (c) The Company shall have executed each of the Transaction Documents and delivered the same to the Buyer;Buyers. (bd) Prior to the effectiveness of the Reverse Split, ninety five percent (95%) or more of the Company's convertible securities (excluding the Series D Preferred Stock), determined on the basis of the number of shares of Common Stock into which such convertible securities may be converted immediately prior to Closing, shall have been cancelled or converted to Common Stock in accordance with the terms thereof. (e) Prior to the effectiveness of the Reverse Split, Gibralter shall have converted all 1,000,000 shares of the Series D Preferred Stock currently owned by it into 10,000,000 shares of Common Stock (equivalent to 1,000,000 shares upon the effectiveness of the Reverse Split). (f) The Company shall have issued effected the Reverse Split and the Company Name Change by filing a Certificate of Amendment to the Buyer Certificate of Incorporation, in form and substance reasonably satisfactory to the Commitment Buyers. (g) Each of the former shareholders of ecom shall have executed and delivered to the Company a written waiver of any rights such Person may have under that certain Agreement and Plan of Merger, dated as of December 21, 2000 (as amended, the "ecom Merger Agreement"), or otherwise, to receive additional shares of Common Stock upon the consummation of Company's sale of the Purchased Shares pursuant to Section 1 hereof. (h) The sum of the number of shares of Common Stock outstanding and the Initial Purchase Shares and shall have removed the restrictive transfer legend from the certificate representing the Commitment Shares and the Initial Purchase Shares; (c) The number of shares of Common Stock shall be authorized for quotation on issuable upon the Principal Marketconversion of all securities convertible into, trading in the or exercisable for, shares of Common Stock shall not exceed 54.5 million (ignoring the effect of the Reverse Split). (i) The Company shall have entered into an agreement with Gibralter, which shall be for a term of not less than five (5) years, providing for the continued provision of services to Gibralter by the Company, such agreement to be at current market terms and in form and substance satisfactory to the Buyers in their absolute discretion (including, without limitation, as to allocation of overhead and costs). To the extent the parties cannot agree on an acceptable contract, the parties shall select an arbitrator to determine current market terms for said agreement. (j) The Company shall have (i) terminated each employment agreement or consulting agreement listed under item (j) on Schedule 3(v), and (ii) entered into a new agreement with each Person employed or engaged under such agreements upon terms and conditions satisfactory to the Buyers. (k) The Company shall have entered into a fee agreement with Xxxxxxxx, Xxxxxx & Company ("Xxxxxxxx"), in form and substance satisfactory to the Buyers in their absolute discretion, relating to services provided by Xxxxxxxx in connection with the transactions contemplated by this Agreement. (l) [Intentionally omitted] (m) The Buyers shall be satisfied, in their absolute discretion, with the results of their due diligence investigation of the Company and its Subsidiaries. (n) There shall have been within no material adverse change in the last 365 days suspended by financial condition, results of operations or business prospects of the SEC or the Principal Market Company and the Purchase Shares and the Commitment Shares shall be approved for listing upon the Principal Market;its Subsidiaries, since May 31, 2002. (do) The Buyer Buyers shall have received the opinions a legal opinion letter of the Company's legal counsel counsel, dated as of the Commencement Date substantially Closing Date, in the form of EXHIBIT A attached hereto;Schedule 7(o). (ep) The Company shall have executed and delivered to the Transfer Agent the Irrevocable Transfer Agent Instructions, and the same shall have been acknowledged in writing by the Company's Transfer Agent. The Company shall have executed and delivered to Hammer and WAG Holdings the Ancillary Warrants. (q) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Commencement Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Closing Date. The Buyer Buyers shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement Closing Date, to the foregoing effect in the form attached hereto as EXHIBIT B; (f) The Board of Directors of the Company shall have adopted resolutions in the form attached hereto as EXHIBIT C which shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date; (g) As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting purchases of Purchase Shares hereunder, 7,333,333 shares of Common Stock including the Initial Purchase Shares; (h) The Irrevocable Transfer Agent Instructionseffect, in form acceptable and substance satisfactory to the Buyer shall have been delivered to Buyers. (r) All permits and acknowledged in writing by approvals from any governmental or regulatory body required for the lawful consummation of the transactions contemplated herein and the continued operation of the business of the Company and the Company's Transfer Agent;Subsidiaries shall have been obtained. (is) All consents, permits, waivers and approvals from parties to material contracts or other agreements with the Company that may be required in connection with the performance by the Company of its obligations under this Agreement or the continuance of such contracts or other agreements with the Company without material modification after the consummation of the transactions contemplated herein shall have been obtained (with satisfactory written evidence thereof, in recordable form where necessary, to be furnished to the Buyers at the Closing). (t) No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body, or instituted or threatened by any governmental or regulatory body, to restrain, modify or prevent the carrying out of the transactions contemplated by this Agreement or to seek damages or a discovery order in connection with such transactions, or that has or could reasonably be expected to have a materially adverse effect on the assets, properties, business, operations or financial condition of the Company or any Subsidiary. (u) The Company shall have delivered to the Buyer Buyers a certificate evidencing the incorporation and good standing of the Company in the State of Nevada Delaware issued by the Secretary of State of the State of Nevada Delaware as of a date within ten (10) Business Days of the Commencement Closing Date;. (jv) The Company shall have delivered to the Buyer Buyers a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Nevada Delaware within ten (10) Business Days of the Commencement Closing Date;. (kw) The Company shall have delivered to the Buyer Buyers a secretary's certificate executed by the Secretary of the Company, dated as of the Commencement Closing Date, in form and substance satisfactory to the form attached hereto as EXHIBIT D;Buyers. (l) A registration statement covering the sale of all of the Commitment Shares and Purchase Shares shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to the registration statement shall be pending or threatened by the SEC. The Company shall have prepared and delivered to the Buyer a final and complete form of prospectus, dated and current as of the Commencement Date, to be used by the Buyer in connection with any sales of any Commitment Shares or any Purchase Shares, and to be filed by the Company one Business Day after the Commencement Date. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Commitment Shares and the Purchase Shares pursuant to this Agreement in compliance with such laws; (m) No Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred; (n) On or prior to the Commencement Date, the Company shall take all necessary action, if any, and such actions as reasonably requested by the Buyer, in order to render inapplicable any control share acquisition, business combination, shareholder rights plan or poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Buyer's ownership of the Securities; and (ox) The Company shall have provided obtained a policy of directors and officers liability insurance issued by an insurer acceptable to Buyer and having terms and coverage limits acceptable to the Buyer with the information requested by the Buyer in connection with its due diligence requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(g) hereofBuyers.

CONDITIONS TO THE BUYER'S OBLIGATION. TO MAKE COMMENCE PURCHASES OF SHARES OF COMMON STOCK. The obligation of the Buyer to buy commence purchases of Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that the Company may begin salessales begin) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred;, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed each of the Transaction Documents and delivered the same to the Buyer;Buyer including the Registration Rights Agreement substantially in the form of Exhibit A hereto. (b) The Company shall have issued to the Buyer the Additional Commitment Shares and the Initial Purchase Shares and shall have removed the restrictive transfer legend from the certificate representing the Initial Commitment Shares. The Additional Commitment Shares and shall be issued to the Initial Purchase Shares;Buyer without any restrictive legend. (c) The Common Stock shall be authorized for quotation on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal Market and the Purchase Shares and the Commitment Shares shall be approved for listing upon the Principal Market;. (d) The Buyer shall have received the opinions of the Company's legal counsel dated as of the Commencement Date substantially in the form of EXHIBIT A Exhibit B attached hereto;. (e) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The Buyer shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect substantially in the form attached hereto as EXHIBIT B;Exhibit C. (f) The Board of Directors of the Company shall have adopted resolutions substantially in the form attached hereto as EXHIBIT C Exhibit D which shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date;. (g) As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting purchases of Purchase Shares hereunder, 7,333,333 at least 2,475,000 shares of Common Stock including the Initial Purchase Shares;Stock. (h) The Irrevocable Transfer Agent Instructions, substantially in the form acceptable to the Buyer Buyer, shall have been delivered to and acknowledged in writing by the Company and the Company's Transfer Agent;. (i) The Company shall have delivered to the Buyer a certificate evidencing the incorporation and good standing of the Company in the State of Nevada New Jersey issued by the Secretary of State of the State of Nevada New Jersey as of a date within ten (10) Business Trading Days of the Commencement Date;. (j) The Company shall have delivered to the Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Nevada New Jersey within ten (10) Business Trading Days of the Commencement Date;. (k) The Company shall have delivered to the Buyer a secretary's certificate executed by the Secretary of the Company, dated as of the Commencement Date, substantially in the form attached hereto as EXHIBIT D;Exhibit E. (l) A registration statement covering the sale of all of the Commitment Shares and at least 2,475,000 Purchase Shares shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to the registration statement shall be pending or threatened by the SEC. The Company shall have prepared and delivered to the Buyer a final and complete form of prospectus, dated and current as of the Commencement Date, prospectus to be used by the Buyer in connection with any sales of any Commitment Shares or any Purchase Shares, and to be filed by the Company one Business Day after the Commencement Date. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Commitment Shares and the Purchase Shares pursuant to this Agreement in compliance with such laws;. (m) No Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred;. (n) On or prior to the Commencement Date, the Company shall take have taken all necessary action, if any, and such actions as reasonably requested by the Buyer, in order to render inapplicable any control share acquisition, business combination, shareholder rights plan or poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Buyer's ownership of the Securities; and (o) The Company shall have provided the Buyer with the information requested by the Buyer in connection with its due diligence requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(g) hereof.

CONDITIONS TO THE BUYER'S OBLIGATION. TO MAKE COMMENCE PURCHASES OF SHARES OF COMMON STOCK. The obligation of the Buyer to buy commence purchases of Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that the Company may begin salessales begin) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred; provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed each of the Transaction Documents and delivered the same to the Buyer;Buyer including the Registration Rights Agreement substantially in the form of Exhibit A hereto. (b) The Company shall have removed the restrictive legend from any Commitment Shares issued to the Buyer the Commitment Shares and the Initial Purchase Shares and shall have removed the restrictive transfer legend from the certificate representing the Commitment Shares and the Initial Purchase Shares;Buyer. (c) The Common Stock shall be authorized for quotation on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal Market and the Purchase Shares and the Commitment Shares shall be approved for listing upon the Principal Market;. (d) The Buyer shall have received the opinions of the Company's legal counsel dated as of the Commencement Date substantially in the form of EXHIBIT A Exhibit B attached hereto;. (e) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The Buyer shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as EXHIBIT B;Exhibit C. (f) The Board of Directors of the Company shall have adopted resolutions in the form attached hereto as EXHIBIT C Exhibit D which shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date;. (g) As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting purchases of Purchase Shares hereunder, 7,333,333 at least 2,400,000 shares of Common Stock including the Initial Purchase Shares;Stock. (h) The Irrevocable Transfer Agent Instructions, in form acceptable to the Buyer shall have been delivered to and acknowledged in writing by the Company and the Company's Transfer Agent;. (i) The Company shall have delivered to the Buyer a certificate evidencing the incorporation and good standing of the Company in the State of Nevada Delaware issued by the Secretary of State of the State of Nevada Delaware as of a date within ten (10) Business Trading Days of the Commencement Date;. (j) The Company shall have delivered to the Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Nevada Delaware within ten (10) Business Trading Days of the Commencement Date;. (k) The Company shall have delivered to the Buyer a secretary's certificate executed by the Secretary of the Company, dated as of the Commencement Date, in the form attached hereto as EXHIBIT D;Exhibit F. (l) A registration statement covering the sale of all of the 600,000 Commitment Shares and at least 2,4000,000 Purchase Shares shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to the registration statement shall be pending or threatened by the SEC. The Company shall have prepared and delivered to the Buyer a final and complete form of prospectus, dated and current as of the Commencement Date, prospectus to be used by the Buyer in connection with any sales of any Commitment Shares or any Purchase Shares, and to be filed by the Company one Business Day after the Commencement Date. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Commitment Shares and the Purchase Shares pursuant to this Agreement in compliance with such laws;. (m) No Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred;. (n) On or prior to the Commencement Date, the Company shall take all necessary action, if any, and such actions as reasonably requested by the Buyer, in order to render inapplicable any control share acquisition, business combination, shareholder rights plan or poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Buyer's ownership of the Securities; and (o) The Company shall have provided the Buyer with the information requested by the Buyer in connection with its due diligence requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(g) hereof.

CONDITIONS TO THE BUYER'S OBLIGATION. TO MAKE PURCHASES OF SHARES OF COMMON STOCK. The Buyer’s obligation of to consummate the Buyer transactions to buy Purchase Shares under this Agreement be performed by it in connection with the Closing is subject to the satisfaction of each of the following conditions on or before and deliveries: (a) the Commencement Date (representations and warranties set forth in Section 2 and Section 3 above shall be true, complete and correct as of the date that of this Agreement, and must be true, complete and correct at and as of the Closing Date as if made on and as of the Closing Date; (b) the Sellers and the Company may begin salesshall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (c) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred: (a) The Company shall have executed each injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the Transaction Documents and delivered the same to the Buyer; (b) The Company shall have issued to the Buyer the Commitment Shares and the Initial Purchase Shares and shall have removed the restrictive transfer legend from the certificate representing the Commitment Shares and the Initial Purchase Shares; (c) The Common Stock shall be authorized for quotation on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended transactions contemplated by the SEC or the Principal Market and the Purchase Shares and the Commitment Shares shall be approved for listing upon the Principal Marketthis Agreement; (d) The Buyer shall have received the opinions of the Company's legal counsel dated as of the Commencement Date substantially in the form of EXHIBIT A attached hereto; (e) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The Buyer shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as EXHIBIT B; (f) The Board of Directors of the Company shall have adopted resolutions in the form attached hereto as EXHIBIT C which shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date; (g) As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting purchases of Purchase Shares hereunder, 7,333,333 shares of Common Stock including the Initial Purchase Shares; (h) The Irrevocable Transfer Agent Instructions, in form acceptable to the Buyer shall have been delivered to and acknowledged in writing by the Company and the Company's Transfer Agent; (i) The Company shall have delivered to the Buyer a certificate evidencing to the incorporation effect that each of the conditions specified above in Section 7.1(a)-(c) is satisfied in all respects; (e) the Company shall have received all other authorizations, consents, and approvals, including those set forth on Schedule 3.6; (f) a certificate of incorporation, or its equivalent, and certificate(s) of good standing and/or existence of the Company, certified by an appropriate authority of the Government Body issuing such certificate in the jurisdiction of such entity’s creation, formation, or organization and in any other jurisdiction where such entity is qualified to do business; (g) the FIRPTA certificates required to be delivered by the Sellers pursuant to Section 2.5; (h) a certificate of a secretary or assistant secretary of the Company certifying to the Company’s organizational documents, including its bylaws, and the resolutions of the board of directors of the Company approving this Agreement and the transactions contemplated hereby; (i) the Buyer shall have received from Xxxxxx, LLP, a legal opinion, addressed to the Buyer and dated the Closing Date, substantially in the State form of Nevada issued by the Secretary of State of the State of Nevada as of a date within ten (10) Business Days of the Commencement DateExhibit A; (j) The since the date of this Agreement, there must have been no event, series of events, or the lack of occurrence thereof which has had or could reasonably be expected to have a Material Adverse Change; (k) all actions to be taken by the Company or the Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer; (l) the Company and the persons listed on Schedule 5.8 shall have executed and delivered a Non-Competition, Non-Solicitation and Employment Agreement, substantially in the form attached hereto as Exhibit B; (m) the Company shall have notified each Company optionholder of its intent to terminate all Company Stock Options prior to Closing; (n) the Company shall have repurchased all of the outstanding capital stock of the Company owned by the Persons listed on Schedule 7.1(n), and the Buyer shall have received a copy of all documents executed in connection with such repurchase and the Company shall have received the original stock certificates representing the repurchased shares of Common Stock and canceled such certificates; (o) Releases of all Liens listed on Schedule 7.1(o), including, without limitation, UCC-3 termination statements; (p) that certain Share Purchase and Security Agreement dated November 29, 2001, among the M. Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxxxxx, and Xxxxxxx Xxxxxxxxx shall be terminated and shall have no further force or effect; and (q) each Seller shall have delivered to the Buyer a certified copy of the Certificate of Incorporation as certified their respective stock certificates duly endorsed in blank or accompanied by the Secretary of State of the State of Nevada within ten (10) Business Days of the Commencement Date; (k) The Company shall have delivered to the Buyer a secretary's certificate stock powers duly executed by the Secretary of the Companyin blank, dated as of the Commencement Dateand proper forms for transfer, in the form attached hereto as EXHIBIT D; (l) A registration statement covering the sale of with all of the Commitment Shares and Purchase Shares shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to the registration statement shall be pending required stock transfer stamps affixed or threatened by the SECprovided. The Company shall have prepared and delivered to the Buyer may waive any condition specified in this Section 7.1 if it executes a final and complete form of prospectus, dated and current as of the Commencement Date, to be used by the Buyer in connection with any sales of any Commitment Shares or any Purchase Shares, and to be filed by the Company one Business Day after the Commencement Date. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Commitment Shares and the Purchase Shares pursuant to this Agreement in compliance with such laws; (m) No Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred; (n) On writing so stating at or prior to the Commencement Date, the Company shall take all necessary action, if any, and such actions as reasonably requested by the Buyer, in order to render inapplicable any control share acquisition, business combination, shareholder rights plan or poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Buyer's ownership of the Securities; and (o) The Company shall have provided the Buyer with the information requested by the Buyer in connection with its due diligence requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(g) hereofClosing.

CONDITIONS TO THE BUYER'S OBLIGATION. TO MAKE PURCHASES OF SHARES OF COMMON STOCK. The Buyer’s obligation of to consummate the Buyer to buy Purchase Shares under this Agreement Transaction is subject to satisfaction (or waiver by the satisfaction of each Buyer) of the following conditions on or before conditions: (i) the Commencement Date (the date that the Company may begin sales) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred: (a) The Company shall have executed each of the Transaction Documents and delivered the same to the Buyer; (b) The Company shall have issued to the Buyer the Commitment Shares and the Initial Purchase Shares and shall have removed the restrictive transfer legend from the certificate representing the Commitment Shares and the Initial Purchase Shares; (c) The Common Stock shall be authorized for quotation on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal Market and the Purchase Shares and the Commitment Shares shall be approved for listing upon the Principal Market; (d) The Buyer shall have received the opinions of the Company's legal counsel dated as of the Commencement Date substantially in the form of EXHIBIT A attached hereto; (e) The representations and warranties of made by the Company Seller in this Agreement shall be true and correct at and as of the Closing, with the same force and effect as if made at and as of the Closing; (ii) the Seller shall have complied with and performed in all material respects (except to the extent that without duplication of any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualificationqualifier contained therein) as all of the date when made and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions covenants required by the Transaction Documents to be performed, satisfied or complied with performed by the Company it at or prior to the Commencement Date. The Buyer shall have received a certificate, executed by Closing pursuant to this Agreement; (iii) the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as EXHIBIT B; (f) The Board of Directors of the Company shall have adopted resolutions in the form attached hereto as EXHIBIT C which shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date; (g) As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting purchases of Purchase Shares hereunder, 7,333,333 shares of Common Stock including the Initial Purchase Shares; (h) The Irrevocable Transfer Agent Instructions, in form acceptable to the Buyer shall have been delivered to and acknowledged in writing by the Company and the Company's Transfer Agent; (i) The Company Seller shall have delivered to the Buyer a certificate evidencing the incorporation and good standing of a secretary or other authorized officer of the Company Seller certifying that the conditions set forth in clauses (i) and (ii) above have been satisfied; and (iv) no Order shall been entered, issued, made, or rendered, which Order remains in effect and restrains, enjoins, makes illegal, or otherwise prohibits consummation of all or any part of the State of Nevada issued Transaction. Conditions to the Seller’s Obligation. The Seller’s obligation to consummate the Transaction is subject to satisfaction (or waiver by the Secretary of State Seller) of the State of Nevada following conditions: (i) the representations and warranties made by the Buyer in this Agreement shall be true and correct at and as of a date within ten (10) Business Days the Closing, with the same force and effect as if made at and as of the Commencement Date; Closing; (jii) The Company the Buyer shall have complied with and performed in all material respects (without duplication of any materiality qualifier contained therein) all of the covenants required to be performed by it at or prior to the Closing pursuant to this Agreement; (iii) the Buyer shall have delivered to the Buyer Seller a certified copy certificate of a secretary or other authorized officer of the Certificate of Incorporation as certified by Buyer certifying that the Secretary of State of the State of Nevada within ten conditions set forth in clauses (10i) Business Days of the Commencement Date; and (kii) The Company shall have delivered to the Buyer a secretary's certificate executed by the Secretary of the Company, dated as of the Commencement Date, in the form attached hereto as EXHIBIT D; (l) A registration statement covering the sale of all of the Commitment Shares and Purchase Shares shall above have been declared effective under the 1933 Act by the SEC and no stop order with respect to the registration statement shall be pending or threatened by the SEC. The Company shall have prepared and delivered to the Buyer a final and complete form of prospectus, dated and current as of the Commencement Date, to be used by the Buyer in connection with any sales of any Commitment Shares or any Purchase Shares, and to be filed by the Company one Business Day after the Commencement Date. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Commitment Shares and the Purchase Shares pursuant to this Agreement in compliance with such laws; (m) No Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred; (n) On or prior to the Commencement Date, the Company shall take all necessary action, if any, and such actions as reasonably requested by the Buyer, in order to render inapplicable any control share acquisition, business combination, shareholder rights plan or poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Buyer's ownership of the Securitiessatisfied; and (o) The Company shall have provided the Buyer with the information requested by the Buyer in connection with its due diligence requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(g) hereof.

CONDITIONS TO THE BUYER'S OBLIGATION. TO MAKE PURCHASES OF SHARES OF COMMON STOCK. The obligation of the Buyer to buy Purchase Shares under this Agreement consummate the Acquisition is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that the Company may begin sales) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurredconditions: (a) The Company All waivers, consents, authorizations, orders, approvals or expiration of waiting periods required under any Law or Contract to be obtained by any of the parties hereof in order to consummate the Acquisition shall have executed each of been obtained, except where the Transaction Documents and delivered the same failure to the Buyer;have obtained any waiver, consent, authorization, order or approval would not have a Company Material Adverse Effect or a Buyer Material Adverse Effect. (b) The Company shall have issued to the Buyer the Commitment Shares and the Initial Purchase Shares and shall have removed the restrictive transfer legend from the certificate representing the Commitment Shares and the Initial Purchase Shares; (c) The Common Stock shall be authorized for quotation on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal Market and the Purchase Shares and the Commitment Shares shall be approved for listing upon the Principal Market; (d) The Buyer shall have received the opinions of the Company's legal counsel dated as of the Commencement Date substantially in the form of EXHIBIT A attached hereto; (e) The representations and warranties of the Company set forth herein shall be true and correct in all material respects (except as of the date hereof, and as of the time the Acquisition is consummated, other than, in all such cases, such failures to be true and/or correct as would not in the extent aggregate reasonably be expected to have a Company Material Adverse Effect; provided, however, that if any of such the representations and warranties is already qualified in any respect by materiality or as to a Company Material Adverse Effect, for purposes of this Section 11(b) such materiality or Company Material Adverse Effect qualification will be in Section 3 aboveall respects ignored (but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso), in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied complied in all material respects with all covenants and complied with the covenants, agreements and conditions required by the Transaction Documents set forth herein to be performedperformed by it. (c) No injunction, satisfied restraining order or complied with other order of any federal or state court which prevents the consummation of the Acquisition shall be in effect. (d) No statute, rule or regulation shall have been enacted by any state or governmental agency that would prevent the consummation of the Acquisition. (e) Except as set forth in the Disclosure Schedule, no Company Material Adverse Effect shall have occurred between the date hereof and consummation of the Acquisition other than any developments that generally affect the industry in which the Company at or prior to the Commencement Date. The Buyer shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as EXHIBIT B;operates. (f) The Board of Directors of the Company shall have adopted resolutions in the form attached hereto as EXHIBIT C which shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date; (g) As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting purchases of Purchase Shares hereunder, 7,333,333 shares of Common Stock including the Initial Purchase Shares; (h) The Irrevocable Transfer Agent Instructions, in form acceptable to the Buyer Stockholder Approval shall have been delivered to and acknowledged in writing by the Company and the Company's Transfer Agent; (i) The Company shall have delivered to the Buyer a certificate evidencing the incorporation and good standing of the Company in the State of Nevada issued by the Secretary of State of the State of Nevada as of a date within ten (10) Business Days of the Commencement Date; (j) The Company shall have delivered to the Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Nevada within ten (10) Business Days of the Commencement Date; (k) The Company shall have delivered to the Buyer a secretary's certificate executed by the Secretary of the Company, dated as of the Commencement Date, in the form attached hereto as EXHIBIT D; (l) A registration statement covering the sale of all of the Commitment Shares and Purchase Shares shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to the registration statement shall be pending or threatened by the SEC. The Company shall have prepared and delivered to the Buyer a final and complete form of prospectus, dated and current as of the Commencement Date, to be used by the Buyer in connection with any sales of any Commitment Shares or any Purchase Shares, and to be filed by the Company one Business Day after the Commencement Date. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Commitment Shares and the Purchase Shares pursuant to this Agreement in compliance with such laws; (m) No Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred; (n) On or prior to the Commencement Date, the Company shall take all necessary action, if any, and such actions as reasonably requested by the Buyer, in order to render inapplicable any control share acquisition, business combination, shareholder rights plan or poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Buyer's ownership of the Securities; and (o) The Company shall have provided the Buyer with the information requested by the Buyer in connection with its due diligence requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(g) hereofobtained.

CONDITIONS TO THE BUYER'S OBLIGATION. TO MAKE PURCHASES OF SHARES OF COMMON STOCK. The Buyer’s obligation of to consummate the Buyer transactions to buy Purchase Shares under this Agreement be performed by it in connection with the Closing is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that the Company may begin sales) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurredconditions: (ai) The Company shall have executed each of the Transaction Documents and delivered the same to the Buyer; (b) The Company shall have issued to the Buyer the Commitment Shares and the Initial Purchase Shares and shall have removed the restrictive transfer legend from the certificate representing the Commitment Shares and the Initial Purchase Shares; (c) The Common Stock shall be authorized for quotation on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal Market and the Purchase Shares and the Commitment Shares shall be approved for listing upon the Principal Market; (d) The Buyer this Agreement shall have received the opinions of the Company's legal counsel dated as of the Commencement Date substantially in the form of EXHIBIT A attached heretoRequisite Stockholder Approval; (eii) The the representations and warranties of the Company set forth in §3 above shall be true and correct in all material respects at and as of the Closing Date; (except iii) Triant Holdings shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iv) Triant Holdings and its Subsidiaries shall have procured all of the third-party consents specified in §5(b) above; (v) no action, suit, or proceeding shall be pending or threatened before (or that could come before) any court or quasi-judicial or administrative agency of any federal, provincial, local, or foreign jurisdiction or before (or that could come before) any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of the Buyer to own the Acquired Assets, to operate the former business of Triant Holdings, and to control Triant Holdings’ Subsidiaries, or (D) adversely affect the right of any of Triant Holdings’ Subsidiaries to own its assets and to operate its business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Triant Korea shall have secured the voluntary termination of all of its employees and consultants, effective as of the Closing, and shall have obtained and delivered a copy to the extent that any Buyer of such representations a full general release of all known and warranties is already qualified unknown claims, naming the Buyer as to materiality in Section 3 abovea third party beneficiary, in which caseform and substance satisfactory to the Buyer, such representations from each of its employees and warranties shall be true and correct without further qualification) consultants existing as of the date when made hereof. The Escrow Agent shall make statutory payments with respect to those employees or consultants of Triant Holdings and its Subsidiaries who have not provided such releases, upon their termination by Triant Holdings or its Subsidiaries prior to or after the Closing (to the extent the Buyer has not been given reasonable evidence that such amounts have been paid as of the Commencement Date as though made at that time Closing). (except for representations and warranties that speak as of a specific datevii) and the Company No circumstances shall have performedarisen that would give rise to a right by any counterparty, satisfied and complied with receiver, trustee or other Person to terminate any contracts among the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The Buyer shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as EXHIBIT B;Acquired Assets. (fviii) The Board of Directors of the Company shall have adopted resolutions in the form attached hereto as EXHIBIT C which shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date; (g) As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting purchases of Purchase Shares hereunder, 7,333,333 shares of Common Stock including the Initial Purchase Shares; (h) The Irrevocable Transfer Agent Instructions, in form acceptable to the Buyer shall have been delivered to and acknowledged in writing by the Company and the Company's Transfer Agent; (i) The Company Triant Holdings shall have delivered to the Buyer a certificate evidencing to the incorporation and good standing effect that each of the Company conditions specified in this §6(a) is satisfied in all respects; (ix) Triant Holdings, its Subsidiaries, and the State Buyer shall have received all authorizations, consents, and approvals of Nevada issued by governments and governmental agencies referred to in §3(c) and §4(c) above; (x) the Secretary of State Buyer shall have received from counsel to Triant Holdings and the Seller an opinion in form and substance customary for such transaction and reasonably acceptable to the Buyer, addressed to the Buyer and dated as of the State of Nevada as of a date within ten (10) Business Days of the Commencement Closing Date; (jxi) The Company all actions to be taken by Triant Holdings in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be satisfactory in form and substance to the Buyer; (xii) the specific Key Employees who are employees of the Seller and who have been designated by the Buyer, in its sole discretion, in the Letter Agreement shall have entered into consulting agreements with the Buyer on terms reasonably satisfactory to the Buyer (which shall include explicit acknowledgement from the individual that the Buyer and its Subsidiaries are not responsible for past employment obligations or service credit relating to his or her employment by Triant Holdings or any of its Subsidiaries and shall also include explicit termination compensation arrangements), and such agreements shall be in full force and effect as of the Closing, and at least 14 of the employees of Triant Korea among the Key Employees shall have entered into employment agreements with PDF Korea on terms reasonably satisfactory to the Buyer, and such agreements shall be in full force and effect as of the Closing; (xiii) Triant Holdings shall have delivered to the Buyer copies of the articles and bylaws of each of Triant Holdings and Triant Holdings’ Subsidiaries certified on or soon before the Closing Date by the Registrar under the Business Corporations Act (British Columbia) (or comparable officer) of the jurisdiction of each such Person’s incorporation (or formation); (xiv) Triant Holdings shall have delivered to the Buyer copies of the certificate of good standing of each of Triant Holdings and Triant Holdings’ Subsidiaries issued on or soon before the Closing Date by the Registrar under the Business Corporations Act (British Columbia) (or comparable officer) of the jurisdiction of each such Person’s organization; (xv) Triant Holdings shall have delivered to the Buyer a certified copy certificate of the Certificate secretary or an assistant secretary of Incorporation each of Triant Holdings and Triant Holdings’ Subsidiaries, dated the Closing Date, in form and substance reasonably satisfactory to the Buyer, as certified by to: (i) no amendments to the Secretary articles or bylaws of State such entity since the date specified in clause (xxii) above; (ii) the resolutions of the State board of Nevada within ten directors (10or other authorizing body) Business Days (or a duly authorized committee thereof) of such entity authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby; and (iii) incumbency and signatures of the Commencement Dateofficers of such entity executing this Agreement or any other agreement contemplated by this Agreement; (kxvi) The Company KPMG LLP shall have delivered given its consent as necessary to permit the Buyer to file its Current Report on Form 8-K with the U.S. Securities and Exchange Commission that includes the applicable financial statements of Triant Holdings and its Subsidiaries (costs to obtain this consent shall be borne by the Buyer); (xvii) HSBC Bank Canada’s lien shall have been released; (xviii) the Seller shall have renewed its Fiorano Licenses on terms substantially equivalent to their current terms and approved in writing by the Buyer, shall have duly assigned such renewed contract to the Buyer a secretary's certificate executed by the Secretary of the Company, dated effective as of the Commencement Date, in the form attached hereto as EXHIBIT DClosing Date and shall have provided any required third party consent necessary for such assignment; (lxix) A registration statement covering the sale The Buyer shall have received evidence reasonably satisfactory to them that all Tax returns of all Triant Holdings and each of the Commitment Shares Seller required to be filed under applicable laws has been filed prior to the Closing and Purchase Shares all Taxes required to be paid have been paid; (xx) The Buyer shall have received evidence reasonably satisfactory to them that notice of termination has been declared effective under sent to the 1933 Act by the SEC and no stop order appropriate counterparties with respect to all distributor agreements of Triant Holdings and the registration statement shall be pending or threatened by Seller related to the SEC. Business; (xxi) The Company Buyers shall have prepared met with the appropriate party at Hynix during the period between the date hereof and delivered Closing to discuss the future relationship between the Buyer a final and complete form of prospectusHynix, dated and current the Buyer shall have received reason, as of the Commencement Date, to be used determined by the Buyer in connection with any sales of any Commitment Shares or any Purchase Sharesat the Buyer’s sole discretion, to feel comfortable that the relationship between the Buyer and to be filed by the Company one Business Day after the Commencement Date. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Commitment Shares and the Purchase Shares pursuant to this Agreement in compliance with such laws;Hynix would successfully continue; and (mxxii) No Event of Default has occurred, or The Buyer may waive any event which, after notice and/or lapse of time, would become an Event of Default has occurred; (ncondition specified in this §6(a) On if it executes a writing so stating at or prior to the Commencement Date, the Company shall take all necessary action, if any, and such actions as reasonably requested by the Buyer, in order to render inapplicable any control share acquisition, business combination, shareholder rights plan or poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Buyer's ownership of the Securities; and (o) The Company shall have provided the Buyer with the information requested by the Buyer in connection with its due diligence requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(g) hereofClosing.

CONDITIONS TO THE BUYER'S OBLIGATION. TO MAKE COMMENCE PURCHASES OF SHARES OF COMMON STOCK. The obligation of the Buyer to buy commence purchases of Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that the Company may begin salessales begin) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred; provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed each of the Transaction Documents and delivered the same to the Buyer;Buyer including the Registration Rights Agreement substantially in the form of Exhibit A hereto. (b) The Company shall have issued to the Buyer the Initial Commitment Shares and the Initial Purchase Shares and shall have removed the any restrictive transfer legend from the certificate representing the Initial Commitment Shares and the Initial Purchase Shares;. (c) The Common Stock shall be authorized for quotation on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal Market and the Purchase Shares and the Commitment Shares shall be approved for listing upon the Principal Market;. (d) The Buyer shall have received the opinions of the Company's legal counsel dated as of the Commencement Date substantially in the form of EXHIBIT A Exhibit B attached hereto;. (e) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The Buyer shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as EXHIBIT B;Exhibit C. (f) The Board of Directors of the Company shall have adopted resolutions in the form attached hereto as EXHIBIT C Exhibit D which shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date;. (g) As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, (A) solely for the purpose of effecting purchases of Purchase Shares hereunder, 7,333,333 at least 10,000,000 shares of Common Stock including the Initial Purchase Shares;and (B) as Additional Commitment Shares in accordance with Section 4(f) hereof, 300,000 shares of Common Stock. (h) The Irrevocable Transfer Agent Instructions, in form acceptable to the Buyer shall have been delivered to and acknowledged in writing by the Company and the Company's Transfer Agent;. (i) The Company shall have delivered to the Buyer a certificate evidencing the incorporation and good standing of the Company in the State of Nevada issued by the Secretary of State of the State of Nevada as of a date within ten (10) Business Trading Days of the Commencement Date;. (j) The Company shall have delivered to the Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Nevada within ten (10) Business Trading Days of the Commencement Date;. (k) The Company shall have delivered to the Buyer a secretary's certificate executed by the Secretary of the Company, dated as of the Commencement Date, in the form attached hereto as EXHIBIT D;Exhibit E. (l) A registration statement covering the sale of all of the Commitment Shares and at least 10,000,000 Purchase Shares shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to the registration statement shall be pending or threatened by the SEC. The Company shall have prepared and delivered to the Buyer a final and complete form of prospectus, dated and current as of the Commencement Date, prospectus to be used by the Buyer in connection with any sales of any Commitment Shares or any Purchase Shares, and to be filed by the Company one Business Day after the Commencement Date. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Commitment Shares and the Purchase Shares pursuant to this Agreement in compliance with such laws;. (m) No Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred;. (n) On or prior to the Commencement Date, the Company shall take all necessary action, if any, and such actions as reasonably requested by the Buyer, in order to render inapplicable any control share acquisition, business combination, shareholder rights plan or poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Buyer's ownership of the Securities; and (o) The Company shall have provided the Buyer with the information requested by the Buyer in connection with its due diligence requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(g) hereof.

CONDITIONS TO THE BUYER'S OBLIGATION. TO MAKE PURCHASES OF SHARES OF COMMON STOCK. The Buyer’s obligation of to consummate the Buyer transactions to buy Purchase Shares under this Agreement be performed by it in connection with the Closing is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that the Company may begin sales) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurredconditions: (ai) The Company shall have executed each of the Transaction Documents and delivered the same to the Buyer; (b) The Company shall have issued to the Buyer the Commitment Shares and the Initial Purchase Shares and shall have removed the restrictive transfer legend from the certificate representing the Commitment Shares and the Initial Purchase Shares; (c) The Common Stock shall be authorized for quotation on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal Market and the Purchase Shares and the Commitment Shares shall be approved for listing upon the Principal Market; (d) The Buyer shall have received the opinions of the Company's legal counsel dated as of the Commencement Date substantially in the form of EXHIBIT A attached hereto; (e) The representations and warranties of the Company set forth in Section 4 above shall be true and correct in all material respects (at and as of the Closing Date, except to the extent that any of such representations and warranties is already are qualified by terms such as to materiality “material” and the representation contained in Section 3 above4(b)(i), in which case, case such representations and warranties shall be true and correct without further qualification) as of the date when made in all respects at and as of the Commencement Date as though made at that time Closing Date; (except for representations and warranties that speak as of a specific dateii) and the Company Sellers shall have performed, satisfied performed and complied with all of their covenants hereunder in all material respects through the covenantsClosing, agreements except to the extent that such covenants are qualified by terms such as “material”, in which case the Sellers shall have performed and conditions required by the Transaction Documents to be performed, satisfied or complied with by all of such covenants in all respects through the Company at or prior Closing; (iii) the Sellers shall have delivered to the Commencement Buyer a certificate, dated the Closing Date. The Buyer , certifying the conditions specified in subsections (i) and (ii) above; (iv) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (v) the Parties shall have received entered into a certificategeneral xxxx of sale and assignment, substantially in the form of Exhibit E hereto (the “Xxxx of Sale”), with respect to the Purchased Assets, executed by the CEOSellers, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as EXHIBIT B; (f) The Board of Directors of the Company shall have adopted resolutions in the form attached hereto as EXHIBIT C which shall be in full force and effect without any amendment or supplement thereto as of the Commencement Dateeffect; (gvi) As of the Commencement Date, the Company Parties shall have reserved out entered into an assignment and assumption agreement, substantially in the form of its authorized Exhibit F hereto (the “Assumption Agreement”), pursuant to which the Buyer shall be assigned and unissued Common Stockshall assume the Assumed Liabilities from the Sellers, solely for executed by the purpose of effecting purchases of Purchase Shares hereunderSellers, 7,333,333 shares of Common Stock including the Initial Purchase Shareswhich shall be in full force and effect; (hvii) The Irrevocable Transfer Agent Instructions, in form acceptable to the Buyer Bankruptcy Court shall have entered the Sale Order, and such order shall not have been delivered to and acknowledged in writing by the Company and the Company's Transfer Agentappealed, rescinded, reversed, modified or stayed; (iviii) The Company the Bankruptcy Court shall have delivered to the entered one or more orders finding that Buyer a certificate evidencing the incorporation and good standing has demonstrated adequate assurance of the Company in the State of Nevada issued future performance as required by the Secretary of State of the State of Nevada as of a date within ten (10) Business Days of the Commencement Date; (j) The Company shall have delivered to the Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Nevada within ten (10) Business Days of the Commencement Date; (k) The Company shall have delivered to the Buyer a secretary's certificate executed by the Secretary of the Company, dated as of the Commencement Date, in the form attached hereto as EXHIBIT D; (l) A registration statement covering the sale of all of the Commitment Shares and Purchase Shares shall have been declared effective under the 1933 Act by the SEC and no stop order Section 365 with respect to the registration statement shall be pending or threatened by Purchased Leases and the SEC. The Company Bankruptcy Court shall have prepared and delivered to entered the Buyer a final and complete form of prospectus, dated and current as of the Commencement Date, to be used by the Buyer in connection with any sales of any Commitment Shares or any Purchase Shares, and to be filed by the Company one Business Day after the Commencement Date. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Commitment Shares and the Purchase Shares pursuant to this Agreement in compliance with such lawsExpedited Procedures Order; (mix) No Event the Bankruptcy Court shall have entered an order in form and substance satisfactory to Buyer providing that (i) the Anti-Assignment Provisions (as defined in the Expedited Procedures Motion) are unenforceable; and (ii) that Buyer shall be entitled to exercise any and all unexpired renewal and extension options, rights of Default has occurredfirst refusal, or non-disturbance rights and protections and similar provisions. The Buyer may waive any event which, after notice and/or lapse of time, would become an Event of Default has occurred; (ncondition specified in this Section 7(a) On if it executes a writing so stating at or prior to the Commencement Date, the Company shall take all necessary action, if any, and such actions as reasonably requested by the Buyer, in order to render inapplicable any control share acquisition, business combination, shareholder rights plan or poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Buyer's ownership of the Securities; and (o) The Company shall have provided the Buyer with the information requested by the Buyer in connection with its due diligence requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(g) hereofClosing.

CONDITIONS TO THE BUYER'S OBLIGATION. TO MAKE PURCHASES OF SHARES OF COMMON STOCK. The obligation of the Buyer to buy Purchase Shares under this Agreement consummate the Acquisition is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that the Company may begin sales) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurredconditions: (a) The Company All waivers, consents, authorizations, orders, approvals or expiration of waiting periods required under any Law or Contract to be obtained by any of the parties hereof in order to consummate the Acquisition shall have executed each of been obtained, except where the Transaction Documents and delivered the same failure to the Buyer;have obtained any waiver, consent, authorization, order or approval would not have a Company Material Adverse Effect or a Buyer Material Adverse Effect. (b) The Company shall have issued to the Buyer the Commitment Shares and the Initial Purchase Shares and shall have removed the restrictive transfer legend from the certificate representing the Commitment Shares and the Initial Purchase Shares; (c) The Common Stock shall be authorized for quotation on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal Market and the Purchase Shares and the Commitment Shares shall be approved for listing upon the Principal Market; (d) The Buyer shall have received the opinions of the Company's legal counsel dated as of the Commencement Date substantially in the form of EXHIBIT A attached hereto; (e) The representations and warranties of the Company set forth herein shall be true and correct in all material respects (except as of the date hereof, and as of the time the Acquisition is consummated, other than, in all such cases, such failures to be true and/or correct as would not in the extent aggregate reasonably be expected to have a Company Material Adverse Effect; PROVIDED, HOWEVER, that if any of such the representations and warranties is already qualified in any respect by materiality or as to a Company Material Adverse Effect, for purposes of this Section 11(b) such materiality or Company Material Adverse Effect qualification will be in Section 3 aboveall respects ignored (but subject to the overall standard as to Material Adverse Effect set forth immediately prior to this proviso), in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied complied in all material respects with all covenants and complied with the covenants, agreements and conditions required by the Transaction Documents set forth herein to be performedperformed by it. (c) No injunction, satisfied restraining order or complied with other order of any federal or state court which prevents the consummation of the Acquisition shall be in effect. (d) No statute, rule or regulation shall have been enacted by any state or governmental agency that would prevent the consummation of the Acquisition. (e) Except as set forth in the Disclosure Schedule, no Company Material Adverse Effect shall have occurred between the date hereof and consummation of the Acquisition other than any developments that generally affect the industry in which the Company at or prior to the Commencement Date. The Buyer shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as EXHIBIT B;operates. (f) The Board of Directors of the Company shall have adopted resolutions in the form attached hereto as EXHIBIT C which shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date; (g) As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting purchases of Purchase Shares hereunder, 7,333,333 shares of Common Stock including the Initial Purchase Shares; (h) The Irrevocable Transfer Agent Instructions, in form acceptable to the Buyer Stockholder Approval shall have been delivered to and acknowledged in writing by the Company and the Company's Transfer Agent; (i) The Company shall have delivered to the Buyer a certificate evidencing the incorporation and good standing of the Company in the State of Nevada issued by the Secretary of State of the State of Nevada as of a date within ten (10) Business Days of the Commencement Date; (j) The Company shall have delivered to the Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Nevada within ten (10) Business Days of the Commencement Date; (k) The Company shall have delivered to the Buyer a secretary's certificate executed by the Secretary of the Company, dated as of the Commencement Date, in the form attached hereto as EXHIBIT D; (l) A registration statement covering the sale of all of the Commitment Shares and Purchase Shares shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to the registration statement shall be pending or threatened by the SEC. The Company shall have prepared and delivered to the Buyer a final and complete form of prospectus, dated and current as of the Commencement Date, to be used by the Buyer in connection with any sales of any Commitment Shares or any Purchase Shares, and to be filed by the Company one Business Day after the Commencement Date. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Commitment Shares and the Purchase Shares pursuant to this Agreement in compliance with such laws; (m) No Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred; (n) On or prior to the Commencement Date, the Company shall take all necessary action, if any, and such actions as reasonably requested by the Buyer, in order to render inapplicable any control share acquisition, business combination, shareholder rights plan or poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Buyer's ownership of the Securities; and (o) The Company shall have provided the Buyer with the information requested by the Buyer in connection with its due diligence requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(g) hereofobtained.

CONDITIONS TO THE BUYER'S OBLIGATION. TO MAKE COMMENCE PURCHASES OF SHARES OF COMMON STOCK. The obligation of the Buyer to buy commence purchases of Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that the Company may begin salessales begin) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred; provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed each of the Transaction Documents and delivered the same to the Buyer;Buyer including the Registration Rights Agreement substantially in the form of EXHIBIT A hereto. (b) The Company shall have issued to the Buyer the Commitment Shares and the Initial Purchase Shares and shall have removed the restrictive transfer legend from the certificate representing the Commitment Shares and the Initial Purchase Shares;. (c) The Common Stock shall be authorized for quotation on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal Market and the Purchase Shares and the Commitment Shares shall be approved for listing upon the Principal Market;. (d) The Buyer shall have received the opinions of the Company's legal counsel dated as of the Commencement Date substantially in the form of EXHIBIT A B attached hereto;. (e) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The Buyer shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as EXHIBIT B;C. (f) The Board of Directors of the Company shall have adopted resolutions in the form attached hereto as EXHIBIT C D which shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date;. (g) As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting purchases of Purchase Shares hereunder, 7,333,333 at least 5,000,000 shares of Common Stock including the Initial Purchase Shares;Stock. (h) The Irrevocable Transfer Agent Instructions, in form acceptable to the Buyer shall have been delivered to and acknowledged in writing by the Company and the Company's Transfer Agent;. (i) The Company shall have delivered to the Buyer a certificate evidencing the incorporation and good standing of the Company in the State of Nevada Delaware issued by the Secretary of State of the State of Nevada Delaware as of a date within ten (10) Business Trading Days of the Commencement Date;. (j) The Company shall have delivered to the Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Nevada Delaware within ten (10) Business Trading Days of the Commencement Date;. (k) The Company shall have delivered to the Buyer a secretary's certificate executed by the Secretary of the Company, dated as of the Commencement Date, in the form attached hereto as EXHIBIT D;E. (l) A registration statement covering the sale of all of the Commitment Shares and at least 5,000,000 Purchase Shares shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to the registration statement shall be pending or threatened by the SEC. The Company shall have prepared and delivered to the Buyer a final and complete form of prospectus, dated and current as of the Commencement Date, prospectus to be used by the Buyer in connection with any sales of any Commitment Shares or any Purchase Shares, and to be filed by the Company one Business Day after the Commencement Date. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Commitment Shares and the Purchase Shares pursuant to this Agreement in compliance with such laws;. (m) No Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred;. (n) On or prior to the Commencement Date, the Company shall take all necessary action, if any, and such actions as reasonably requested by the Buyer, in order to render inapplicable any control share acquisition, business combination, shareholder rights plan or poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Buyer's ownership of the Securities; and (o) The Company shall have provided the Buyer with the information requested by the Buyer in connection with its due diligence requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(g) hereof.

CONDITIONS TO THE BUYER'S OBLIGATION. TO MAKE COMMENCE PURCHASES OF SHARES OF COMMON STOCK. The obligation of the Buyer to buy commence purchases of Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that the Company may begin salessales begin) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred; provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed each of the Transaction Documents and delivered the same to the Buyer;. (b) The Company shall have issued to the Buyer all of the Commitment Shares and the Initial Purchase Shares required under Section 4(f) and shall have removed the restrictive transfer legend from the certificate representing the Commitment Shares and the Initial Purchase Signing Shares;. (c) The Common Stock shall be authorized for quotation on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal Market and the Purchase Shares and the Commitment Shares shall be approved for listing upon the Principal Market;. (d) The Buyer shall have received the opinions of the Company's legal counsel dated as of the Commencement Date substantially in the form of EXHIBIT A attached hereto;. (e) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The Buyer shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as EXHIBIT B;B. (f) The Board of Directors of the Company shall have adopted resolutions in the form attached hereto as EXHIBIT C which shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date;. (g) As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting purchases of Purchase Shares hereunder, 7,333,333 at least 5,000,000 shares of Common Stock including the Initial Purchase Shares;Stock. (h) The Irrevocable Transfer Agent Instructions, in form acceptable to the Buyer shall have been delivered to and acknowledged in writing by the Company and the Company's Transfer Agent;. (i) The Company shall have delivered to the Buyer a certificate evidencing the incorporation and good standing of the Company in the State of Nevada issued by the Secretary of State of the State of Nevada as of a date within ten (10) Business Trading Days of the Commencement Date;. (j) The Company shall have delivered to the Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Nevada within ten (10) Business Trading Days of the Commencement Date;. (k) The Company shall have delivered to the Buyer a secretary's certificate executed by the Secretary of the Company, dated as of the Commencement Date, in the form attached hereto as EXHIBIT D;D. (l) A registration statement covering the sale of all of the Commitment Shares, Signing Shares and at least 5,000,000 Purchase Shares shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to the registration statement shall be pending or threatened by the SEC. The Company shall have prepared and delivered to the Buyer a final and complete form of prospectus, dated and current as of the Commencement Date, prospectus to be used by the Buyer in connection with any sales of any Commitment Shares, Signing Shares or any Purchase Shares, and to be filed by the Company one Business Day after the Commencement Date. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Commitment Shares, Signing Shares and the Purchase Shares pursuant to this Agreement in compliance with such laws;. (m) No Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred;. (n) On or prior to the Commencement Date, the Company shall take all necessary action, if any, and such actions as reasonably requested by the Buyer, in order to render inapplicable any control share acquisition, business combination, shareholder rights plan or poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Buyer's ownership of the Securities; and. (o) The Company shall have provided the Buyer with the information requested by the Buyer in connection with its due diligence requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(g) hereof.