Common use of Conditions to the Company’s Obligations Clause in Contracts

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Holder understands that the Company's ’s obligation to sell the Securities Debenture on the Closing Date to Buyer Holder pursuant to this Agreement is conditioned upon: A. Delivery by Buyer Holder to the Escrow Agent Company of the Purchase Price, including the Promissory Note evidencing such applicable portion of the Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer Holder contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Holder in all material respects on or before the Closing Date of all covenants and agreements of Buyer Holder required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities Debenture on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent Company of the Initial Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. The Buyer understands that the Company's obligation to sell the Securities on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Purchase Price; B. The accuracy in all material respects on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and; C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities Debenture on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Initial Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Purchaser understands that the Company's ’s obligation to sell the Securities Common Stock Shares on the Closing Date to Buyer Purchaser pursuant to this Agreement is conditioned upon: A. Delivery by Buyer Purchaser to the Escrow Agent Company of the Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer Purchaser contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Purchaser in all material respects on or before the Closing Date of all covenants and agreements of Buyer Purchaser required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent Company of the Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Each Purchaser understands that the Company's obligation to sell the Securities Notes on the Closing Date to Buyer such Purchaser pursuant to this Agreement is conditioned upon: A. (a) Delivery by Buyer the Purchasers to the Escrow Agent Company of an aggregate of $2,000,000 in immediately available funds (the "Purchase Price"); provided that certain Purchaser(s) may present the Bridge Note(s) for crediting as set forth in Section 1.2 above; B. (b) The accuracy on the Closing Date of the representations and warranties of Buyer the Purchasers contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer the Purchasers in all material respects on or before the Closing Date of all covenants and agreements of Buyer each Purchaser required to be performed by it pursuant to this Agreement on or before the Closing Date; and; C. (c) There shall not be in effect any Law law or order, ruling, judgment or writ of any court or of public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. The Buyer understands that the Company's obligation to sell the Securities on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Purchase Price;; provided, however, that the Company shall have received not less that an aggregate of $150,000 in gross proceeds from the sale of the Preferred Stock and Warrants to the Buyers (the "Gross Proceeds") as contemplated by the Agreement. B. The accuracy in all material respects on the Closing Date of the representations and warranties of Buyer Buyers contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Buyers in all material respects on or before the Closing Date of all covenants and agreements of Buyer Buyers required to be performed by it them pursuant to this the Agreement on or before the Closing Date; and; C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. The Buyer understands that the Company's obligation to sell the Securities Debentures on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. a. Delivery by Buyer to the Escrow Agent of the Purchase Price; B. b. The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and; C. c. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer understands that the Company's ’s obligation to sell the Securities Debenture on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Initial Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. The Buyer understands that the Company's obligation to sell the Securities on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Purchase Price; B. The accuracy in all material respects on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and; C. B. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Holder understands that the Company's obligation to sell the Securities Debenture on the Closing Date to Buyer Holder pursuant to this Agreement is conditioned upon: A. Delivery by Buyer Holder to the Escrow Agent Company of the Initial Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer Holder contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Holder in all material respects on or before the Closing Date of all covenants and agreements of Buyer Holder required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. and There shall not be in effect any Law law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Holder understands that the Company's ’s obligation to sell the Securities Debenture on the Closing Date to Buyer Holder pursuant to this Agreement is conditioned upon: A. 7.1 Delivery by Buyer Holder to the Escrow Agent Company of the Purchase PriceInitial Advance; B. 7.2 The accuracy on the Closing Date of the representations and warranties of Buyer Holder contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Holder in all material respects on or before the Closing Date of all covenants and agreements of Buyer Holder required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. 7.3 There shall not be in effect any Law law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Purchase Price; B. The accuracy in all material respects on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. The Buyer understands that the Company's obligation to sell the Securities on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Purchase Price; B. The accuracy in all material respects on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and; C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities Debenture on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; Date and C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Holder understands that the Company's obligation to sell the Securities Debenture on the Closing Date to Buyer Holder pursuant to this Agreement is conditioned upon: A. Delivery by Buyer Holder to the Escrow Agent Company of the Initial Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer Holder contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Holder in all material respects on or before the Closing Date of all covenants and agreements of Buyer Holder required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Holder understands that the Company's obligation to sell deliver the Securities on the Closing Date to Buyer Holder pursuant to this Agreement is conditioned upon: A. Delivery by Buyer Holder to the Escrow Agent Company of one or more certificates representing all of the Purchase PriceWareforce Preferred Stock beneficially owned by the Holder; B. The accuracy on the Closing Date of the representations and warranties of Buyer Holder contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Holder in all material respects on or before the Closing Date of all covenants and agreements of Buyer Holder required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Holder understands that the Company's ’s obligation to sell the Securities Debenture on the Closing Date to Buyer Holder pursuant to this Agreement is conditioned upon: A. Delivery by Buyer Holder to the Escrow Agent Company of the Purchase Price, including the Promissory Note evidencing such applicable portion of the Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer Holder contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Holder in all material respects on or before the Closing Date of all covenants and agreements of Buyer Holder required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.. Initials Initials

Conditions to the Company’s Obligations. The Buyer understands that the Company's obligation to sell the Securities on the Closing Funding Date to Buyer pursuant to this Agreement is conditioned upon: A. (1) Delivery by Buyer to the Escrow Agent of the Purchase Price;Price on the Funding Date. B. (2) The accuracy in all material respects on the Closing Funding Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Funding Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Funding Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Funding Date; and; C. (3) There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Holder understands that the Company's ’s obligation to sell the Securities Debenture on the Closing Date to Buyer Holder pursuant to this Agreement is conditioned upon: A. Delivery by Buyer Holder to the Escrow Agent Company of the Initial Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer Holder contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Holder in all material respects on or before the Closing Date of all covenants and agreements of Buyer Holder required to be performed by it pursuant to this Agreement on or before the Closing Date; andand Initials Initials C. There shall not be in effect any Law law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities Debenture on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: : A. Delivery by Buyer to the Escrow Agent of the Initial Purchase Price; ; B. The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and Date and C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Holder understands that the Company's obligation to sell the Securities Debenture on the Closing Date to Buyer Holder pursuant to this Agreement is conditioned upon: A. Delivery by Buyer Holder to the Escrow Agent Company of the Purchase Price, including the Promissory Note evidencing such applicable portion of the Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer Holder contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Holder in all material respects on or before the Closing Date of all covenants and agreements of Buyer Holder required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Holder understands that the Company's ’s obligation to sell the Securities Debenture on the Closing Date to Buyer Holder pursuant to this Agreement is conditioned upon: A. Delivery by Buyer Holder to the Escrow Agent Company of the Purchase Price, including the Promissory Note evidencing such applicable portion of the Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer Holder contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Holder in all ___________ __________ Initials Initials material respects on or before the Closing Date of all covenants and agreements of Buyer Holder required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. The Buyer understands that the Company's obligation to sell the Securities on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Purchase PriceNote; B. The accuracy in all material respects on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement. IX.

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Purchase Price; B. The accuracy in all material respects on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities Debenture and Warrant on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent Company and any other Person as indicated herein, of the Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities Debenture on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. : Delivery by Buyer to the Escrow Agent Company of the Initial Purchase Price; B. ; The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. and There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Holder understands that the Company's obligation to sell the Securities Debenture on the Closing Date to Buyer Holder pursuant to this Agreement is conditioned upon: A. : - Delivery by Buyer Holder to the Escrow Agent Company of the Purchase Price; B. , including the Promissory Note evidencing such applicable portion of the Purchase Price; - The accuracy on the Closing Date of the representations and warranties of Buyer Holder contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Holder in all material respects on or before the Closing Date of all covenants and agreements of Buyer Holder required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. and - There shall not be in effect any Law law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer Purchaser of a copy of its letter of instruction to its Stock Transfer Agent, Transfer OnLine, for the issuance of 6,000,000 shares of Purchaser’s common stock to the Escrow Agent of the Purchase Price;Company as set forth in Section I.A. B. The accuracy on the Closing Date of the representations and warranties of Buyer Purchaser contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Purchaser in all material respects on or before the Closing Date of all covenants and agreements of Buyer Purchaser required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. The Buyer understands that the Company's obligation to sell the Securities Common Stock on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Purchase Price; B. The accuracy in all material respects on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and; C. There shall not be in effect any Law or order, ruling, judgment judg- ment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement. D. Receipt of the approval of the Company's stockholders of the transactions contemplated hereby.

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities Debenture and Warrant on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent Company of the Purchase Price;; ----------- ----------- Initials 9 Initials B. The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. The Buyer understands that the Company's obligation to sell the Securities Debentures on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and; C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities Debenture and issue the Additional Shares on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Initial Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and Date and C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Holder understands that the Company's ’s obligation to sell the Securities Debenture on the Closing Date to Buyer Holder pursuant to this Agreement is conditioned upon: A. Delivery by Buyer Holder to the Escrow Agent Company of the Purchase Price, including the Promissory Note evidencing such applicable portion of the Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer Holder contained in this Agreement and the other Documents as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Holder in all material respects on or before the Closing Date of all covenants and agreements of Buyer Holder required to be performed by it pursuant to this Agreement and the other Documents on or before the Closing Date; and C. There shall not be in effect any Law law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer Purchaser of a copy of its letter of instruction to its Stock Transfer Agent, Transfer OnLine, for the issuance of 500,000 shares of Purchaser’s common stock to the Escrow Agent of the Purchase Price;Company as set forth in Section I.A. B. The accuracy on the Closing Date of the representations and warranties of Buyer Purchaser contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Purchaser in all material respects on or before the Closing Date of all covenants and agreements of Buyer Purchaser required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. The Buyer understands that the Company's obligation to sell the Securities Shares on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. a. Delivery by Buyer to the Escrow Agent Company of the Purchase Price; B. b. The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and; C. c. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities Debenture and the Warrant on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; Date and C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. The Buyer understands that the Company's obligation to sell the Securities on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Purchase Price;; provided, however, that the Company shall have received not less that an aggregate of $50,000 in gross proceeds from the sale of the Preferred Stock and Warrants to the Buyers (the "Gross Proceeds") as contemplated by the Agreement. B. The accuracy in all material respects on the Closing Date of the representations and warranties of Buyer Buyers contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Buyers in all material respects on or before the Closing Date of all covenants and agreements of Buyer Buyers required to be performed by it them pursuant to this the Agreement on or before the Closing Date; and; C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Holder understands that the Company's ’s obligation to sell the Securities Debenture on the Closing Date to Buyer Holder pursuant to this Agreement is conditioned upon: A. Delivery by Buyer Holder to the Escrow Agent Company of the Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer Holder contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Holder in all material respects on or before the Closing Date of all covenants and agreements of Buyer Holder required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Holder understands that the Company's ’s obligation to sell the Securities Debenture on the Closing Date to Buyer Holder pursuant to this Agreement is conditioned upon: A. Delivery by Buyer Holder to the Escrow Agent Company of the Initial Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer Holder contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Holder in all material respects on or before the Closing Date of all covenants and agreements of Buyer Holder required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.. _______ _______ Initials Initials

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities Debenture on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: : A. Delivery by Buyer to the Escrow Agent Company of the Initial Purchase Price; ; B. The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; and and C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. The Buyer understands that the Company's obligation to sell the Securities on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Purchase Price;; provided, however, that the Company shall have received not less that an aggregate of $350,000 in gross proceeds from the sale of the Preferred Stock and Warrants to the Buyers (the "Gross Proceeds") as contemplated by the Agreement. B. The accuracy in all material respects on the Closing Date of the representations and warranties of Buyer Buyers contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Buyers in all material respects on or before the Closing Date of all covenants and agreements of Buyer Buyers required to be performed by it them pursuant to this the Agreement on or before the Closing Date; and; C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities Debenture and issue the Additional Shares on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. Delivery by Buyer to the Escrow Agent of the Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; Date and C. There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Holder understands that the Company's obligation to sell the Securities Debenture on the Closing Date to Buyer Holder pursuant to this Agreement is conditioned upon: A. : Delivery by Buyer Holder to the Escrow Agent Company of the Initial Purchase Price; B. ; The accuracy on the Closing Date of the representations and warranties of Buyer Holder contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Holder in all material respects on or before the Closing Date of all covenants and agreements of Buyer Holder required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. and There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Holder understands that the Company's ’s obligation to sell the Securities Debenture on the Closing Date to Buyer Holder pursuant to this Agreement is conditioned upon: A. Delivery by Buyer Holder to the Escrow Agent Company of the Initial Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer Holder contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Holder in all material respects on or before the Closing Date of all covenants and agreements of Buyer Holder required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer understands that the Company's obligation to sell the Securities Debenture on the Closing Date to Buyer pursuant to this Agreement is conditioned upon: A. 7.1 Delivery by Buyer to the Escrow Agent of the Initial Purchase Price; B. 7.2 The accuracy on the Closing Date of the representations and warranties of Buyer contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer in all material respects on or before the Closing Date of all covenants and agreements of Buyer required to be performed by it pursuant to this Agreement on or before the Closing Date; Date and C. 7.3 There shall not be in effect any Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.

Conditions to the Company’s Obligations. Buyer Holder understands that the Company's obligation to sell the Securities Debenture on the Closing Date to Buyer Holder pursuant to this Agreement is conditioned upon: A. Delivery by Buyer Holder to the Escrow Agent Company of the Purchase Price; B. The accuracy on the Closing Date of the representations and warranties of Buyer Holder contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by Buyer Holder in all material respects on or before the Closing Date of all covenants and agreements of Buyer Holder required to be performed by it pursuant to this Agreement on or before the Closing Date; and C. There shall not be in effect any Law law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.