Common use of CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE Clause in Contracts

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Promissory Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company Company, and each Subsidiary (the Company’s Transfer Agent as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iiib) The Company Common Stock shall be authorized for quotation or trading on the Primary Market, and trading in the Common Stock shall not have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Datebeen suspended for any reason. (ivc) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company representations and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vid) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments the Promissory Note. (e) The Company shall have created the Share Reserve and issued the one million commitment shares. (f) The Common Stock shall be authorized for quotation or certificates relating trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (g) The representations and warranties of the Company shall be true and correct in all material respects (except to the transactions contemplated by this Agreement extent that any of such representations and warranties is already qualified as to materiality in Section 5 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the Investor or its counsel may reasonably requestdate when made as though made at that time (except for representations and warranties that speak as of a specific date).

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor Buyer hereunder to purchase the Note and the related Warrants to the Buyers at the Closing is subject to the satisfaction, at or before the each applicable Closing Date, of each of the following conditions, provided that these conditions are for the Investor's Buyer’s sole benefit and may be waived by the Investor Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary subsidiary (as the case may be) shall have duly executed and delivered to the Investor Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor Buyer the Note being purchased by the Investor Buyer at the Closing pursuant to this Agreement. (ii) The Investor Buyer shall have received the opinions opinion of Xxxxxx & Xxxxxx LLPBusiness Law Group, P.A., the Company's U.S. and Xxxxxxxx Islands ’s counsel, dated as of the Closing Date, in the forms form acceptable to such InvestorBuyer. (iii) The Company shall have delivered to the Investor Buyer a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor Buyer a certificate, in the form acceptable previously provided to the InvestorCompany by Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the Signing Resolutions resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to Buyer, (ii) the Investor, together with a copy of Charter and (iii) the Signing Resolutions signed by each member of Bylaws as in effect at the Company's board of directorsClosing. (v) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date, including, without limitation the issuance of all Securities prior to the Closing Date as required by the Transaction Documents and reserving a sufficient number of duly authorized Common Shares for issuance as may be required to fulfill its obligations pursuant to the Transaction Documents. The Investor Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor Buyer in the form reasonably acceptable to the InvestorBuyer. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the SecuritiesNote. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) No Event of Default (as defined in the Note) has occurred and is continuing, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred. (x) Neither the Company nor any of its Subsidiaries subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (xxi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xixii) The Common Shares shall be listed or authorized for quotation on the Principal Market. (xiii) The Company and its Subsidiaries subsidiaries shall have delivered to the Investor Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor Buyer or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Common Shares from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor's sole ’s respective benefit and may be waived by the any Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) 7.1 The Company and each Subsidiary (as the case may be) shall will have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party Investors this Agreement and the Registration Rights Agreement. 7.2 The Company shall will have duly executed and effected an amendment to the Rights Agreement (the “Amendment to Rights Agreement”) in the form attached hereto as Exhibit B. 7.3 The Company will have delivered to the Investor Investors duly executed certificates representing the Note being purchased by Common Shares in the Investor at the Closing pursuant to this Agreementamounts and forms specified in Section 1.1 hereof. (ii) 7.4 The Investor shall have received representations and warranties of the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. Company must be true and Xxxxxxxx Islands counsel, dated correct in all material respects as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall representations and warranties must be true and correct as of such date) ), and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated Company certifying as of the Closing Date, to the foregoing effect matters contained in this Section 7.3 and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Investor in the form acceptable Company’s Articles of Incorporation, By-laws, Board of Directors’ resolutions relating to the Investortransactions contemplated hereby, and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing. (vi) The Company shall have obtained all governmental7.5 No litigation, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling ruling, or injunction shall will have been enacted, entered, promulgated promulgated, or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. (viii) No event 7.6 The shares of Common Stock must be quoted on the OTCBB, and such quotation must not have been suspended by the SEC or series of events shall have occurred that reasonably would have or result in a Material Adverse Effectthe FINRA. (ix) Neither the Company nor any 7.7 The Investors will have received an opinion of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports’s counsel, schedulesdated as of the Closing Date, registrationsin form, forms, statements, information scope and other documents required to have been filed by the Company with the Commission pursuant substance reasonably satisfactory to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 ActInvestors. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Common Shares from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor's sole respective benefit and may be waived by the any Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) 7.1 The Company will have executed this Agreement and the Registration Rights Agreement and each Subsidiary (as such Agreement will have been delivered the case may be) shall Investor. 7.2 The Company will have duly executed and delivered to the Investor each Investors duly executed certificates representing the Common Shares and duly executed Warrants in the amounts and forms specified in Sections 1.1 and 1.4 hereof. 7.3 The representations and warranties of the Transaction Documents to which it is a party Company must be true and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated correct in all material respects as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated Company certifying as of the Closing Date, to the foregoing effect matters in contained in this Section 7.3 and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Investor in the form acceptable Company's Certificate of Incorporation, By-laws, Board of Directors' resolutions relating to the Investortransactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing. (vi) The Company shall have obtained all governmental7.4 No litigation, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. (viii) No event 7.5 Trading and listing of the Common Stock on the Nasdaq OTCBB must not have been suspended by the SEC or series the Nasdaq, nor shall Nasdaq have notified the Company of events shall have occurred that reasonably would have or result in a Material Adverse Effectany failure of the Company to meet any of the continued listing standards. (ix) Neither the Company nor any 7.6 The Investors will have received an opinion of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports's counsel, schedulesdated as of the Closing Date, registrationsin form, forms, statements, information scope and other documents required to have been filed by the Company with the Commission pursuant substance reasonably satisfactory to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 ActInvestors. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Shares from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor's sole ’s respective benefit and may be waived by the any Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) 7.1 The Company will have executed this Agreement and each Subsidiary (as the case may be) shall will have duly executed and delivered this Agreement to the Investor each of the Transaction Documents to which it is a party and the Investor. 7.2 The Company shall will have duly executed and delivered to the Investor the Note being purchased by Shares in the Investor at the Closing pursuant to this Agreementamounts specified in SECTION 1.1. (ii) 7.3 The Investor shall have received representations and warranties of the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. Company must be true and Xxxxxxxx Islands counsel, dated correct in all material respects as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the InvestorClosing. (vi) The Company shall have obtained all governmental7.4 No litigation, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. (viii) No event 7.5 Trading and listing of the Common Stock on the Nasdaq must not have been suspended by the SEC or series the Nasdaq, nor shall Nasdaq have notified the Company of events any failure of the Company to meet any of the continued listing standards. 7.6 The Investors will have received an opinion from Faegre & Xxxxxx LLP, counsel to the Company, in the form attached hereto as Exhibit A. 7.7 The Company shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither received the Company nor any consent of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant Xxxxxxxx Family to the reporting requirements granting of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated registration rights by this Agreement as required by that certain Registration Rights Agreement dated as of March 11, 2004 by and among the Investor Company and members of the Xxxxxxxx Family. 7.8 The Company shall have received any consent required under the definitive agreements or its counsel may reasonably requestinstruments governing the Senior Debt to be received prior to the execution of this Agreement or the consummation of the transactions contemplated hereby.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions opinion of Xxxxxx & Xxxxxx Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, the Company's ’s U.S. and Xxxxxxxx counsel, dated as of the Closing Date, in the form acceptable to such Investor. (iii) The Investor shall have received the opinion of Rxxxxx & Sxxxxxx P.C., the Company’s Mxxxxxxx Islands counsel, dated as of the Closing Date, in the forms form acceptable to such Investor. (iiiiv) The Company shall have delivered to the Investor a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to the Investor. (v) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (ivvi) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's ’s board of directors. (vvii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (viviii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (viiix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiix) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixxi) Neither Trading in the Common Shares shall not have been suspended by the SEC or the Principal Market, the Company nor shall not have received any final and non-appealable notice that the listing or quotation of its Subsidiaries has filed for and/or the Common Shares on the Principal Market shall be terminated on a date certain, there shall not have been imposed any suspension of electronic trading or settlement services by DTC with respect to the Common Shares that is subject continuing, and the Company shall not have received any notice from DTC to any bankruptcy, insolvency, reorganization the effect that a suspension of electronic trading or liquidation proceedings settlement services by DTC with respect to the Common Shares is being imposed or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Companyis contemplated. (xxii) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xixiii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Promissory Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company Company, and each Subsidiary (the Company’s Transfer Agent as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iiib) The Company Common Stock shall be authorized for quotation or trading on the Primary Market, and trading in the Common Stock shall not have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Datebeen suspended for any reason. (ivc) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company representations and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vid) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments the Promissory Note. (e) The Company shall have created the Share Reserve and issued the ten million commitment shares. (f) The Common Stock shall be authorized for quotation or certificates relating trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (g) The representations and warranties of the Company shall be true and correct in all material respects (except to the transactions contemplated by this Agreement extent that any of such representations and warranties is already qualified as to materiality in Section 5 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the Investor or its counsel may reasonably requestdate when made as though made at that time (except for representations and warranties that speak as of a specific date).

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Convertible Debenture at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company Company, and each Subsidiary (the Company’s Transfer Agent as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iiib) The Company shall have delivered issued the Warrant to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing DateInvestor. (ivc) The Company Common Stock shall have delivered to such Investor a certificatebe authorized for quotation or trading on the Primary Market, trading in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directorsCommon Stock shall not have been suspended for any reason. (vd) Each The representations and every representation and warranty 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 4 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. . (e) The Company shall have executed and delivered to the Investor the Convertible Debenture. (f) The Investor shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor. (g) The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor. (h) The Company shall have provided Investor a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the Closing Date. (i) The Company shall have delivered to the Investor a certificate, executed by the Chief Executive Officer an officer of the Company, Company in a form satisfactory to the Investor and dated as of the Closing Date, to the foregoing effect and as to such other matters (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as may be reasonably requested adopted by the Investor Company’s Board of Directors in the a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the Closing. (vij) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for created the sale of the SecuritiesShare Reserve. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xik) The Company and its Subsidiaries shall have delivered to closed on the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requestissuance of an additional investment of $100,000.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions opinion of Xxxxxx & Xxxxxx Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, the Company's ’s U.S. and Xxxxxxxx counsel, dated as of the Closing Date, in the form acceptable to such Investor. (iii) The Investor shall have received the opinion of Rxxxxx & Sxxxxxx P.C., the Company’s Mxxxxxxx Islands counsel, dated as of the Closing Date, in the forms form acceptable to such Investor. (iiiiv) The Company shall have delivered to the Investor a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to the Investor. (v) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen ten (1510) days of the Closing Date. (ivvi) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (vvii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (viviii) The Conversion Shares and the Interest Shares shall be approved for listing on the Principal Market. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (viix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiixi) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixxii) Neither Trading in the Common Stock shall not have been suspended by the SEC or the Principal Market, the Company nor shall not have received any final and non-appealable notice that the listing or quotation of its Subsidiaries has filed for and/or the Common Stock on the Principal Market shall be terminated on a date certain, there shall not have been imposed any suspension of electronic trading or settlement services by DTC with respect to the Common Stock that is subject continuing, and the Company shall not have received any notice from DTC to any bankruptcy, insolvency, reorganization the effect that a suspension of electronic trading or liquidation proceedings settlement services by DTC with respect to the Common Stock is being imposed or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Companyis contemplated. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xixiii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase exchange the Original Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party party, and the Company shall have duly executed and delivered to the Investor the New Note being purchased by and the Investor related Common Shares to be issued at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. representations and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) ), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the a form reasonably acceptable to the Investor. (viiii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (viiiv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiiv) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions opinion of Xxxxxx & Xxxxxx Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, the Company's ’s U.S. and Xxxxxxxx counsel, dated as of the Closing Date, in the form acceptable to such Investor. (iii) The Investor shall have received the opinion of Rxxxxx & Sxxxxxx P.C., the Company’s Mxxxxxxx Islands counsel, dated as of the Closing Date, in the forms form acceptable to such Investor. (iiiiv) The Company shall have delivered to the Investor a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to the Investor. (v) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen ten (1510) days of the Closing Date. (ivvi) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's ’s board of directors. (vvii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (viviii) The Conversion Shares and the Interest Shares shall be approved for listing on the Principal Market. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, except those required by the Principal Market, for which the Company shall have submitted the necessary application for approval as of the date hereof. The Company shall have submitted the listing of additional shares request for approval of the Principal Market to list the Conversion Shares and the Interest Shares (subject to official notice of issuance). (viix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiixi) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixxii) Neither Trading in the Common Stock shall not have been suspended by the SEC or the Principal Market, the Company nor shall not have received any final and non-appealable notice that the listing or quotation of its Subsidiaries has filed for and/or the Common Stock on the Principal Market shall be terminated on a date certain, there shall not have been imposed any suspension of electronic trading or settlement services by DTC with respect to the Common Stock that is subject continuing, and the Company shall not have received any notice from DTC to any bankruptcy, insolvency, reorganization the effect that a suspension of electronic trading or liquidation proceedings settlement services by DTC with respect to the Common Stock is being imposed or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Companyis contemplated. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xixiii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase for cash, the Note Purchased Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor (i) each of the Transaction Documents to which it is a party and (ii) the Company shall have duly executed and delivered to Notes (for the account of the Investor the Note as such Investor shall instruct) being purchased for cash by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iiib) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the InvestorCompany, executed by the Secretary Chief Executive Officer or Chief Financial Officer of the Company and Company, dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by effect that the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each representations and every representation and warranty warranties of the Company in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) ), and the Company shall have performed, satisfied satisfied, and complied in all respects with the covenants, agreements agreements, and conditions required by the Transaction Documents to be performed, satisfied satisfied, or complied with by the Company at or prior to the Closing Date. . (c) The Investor Company shall have received delivered to the Investor a certificatecertificate of the Company, dated the Closing Date, executed by the Chief Executive Officer, Chief Financial Officer or an Executive Vice President of the CompanyCompany certifying in such capacity and on behalf of the Company (i) as to the incumbency and signature of the officer of the Company who executed any of the Transaction Documents; and (ii) as to the adoption of resolutions of the board of directors of the Company which are in full force and effect on the Closing Date, authorizing (x) the execution and delivery of the Transaction Documents and (y) the performance of the obligations of the Company thereunder. (d) The Company shall have obtained Committee on Uniform Securities Identification Procedures numbers (“CUSIP numbers”) for each of the Purchased Notes. On the Closing Date, the Purchased Notes shall be eligible for deposit at DTC and for DTC book-entry services. (e) The Purchased Notes, as of the Closing Date, satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act. (f) The Company shall have delivered to the Investor the opinions of O’Melveny & Xxxxx LLP and Faegre Xxxxx Xxxxxxx LLP, each dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in substantially the form acceptable to the Investorof Exhibit B attached hereto. (vig) Simultaneously with the Closing, the Company shall issue an aggregate principal amount of Notes that, together with the Notes issued to Other Holders, is not less than $120,000,000. (h) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Shares and the Warrants from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company and each Subsidiary (as the case may be) 9.1 Shareholder Approval shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreementbeen obtained. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) 9.2 The Company shall have delivered to the Investor a certificate evidencing duly executed certificates representing the formation Shares and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Dateduly executed Initial Warrant and Second Warrant. (iv) 9.3 The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company representations and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty warranties of the Company shall be true and correct as of the date when made and in all material respects as of the Closing Date as though originally made at that time on such date (except for representations and warranties that speak as of a specific date, which shall representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated Company certifying as of the Closing Date, to the foregoing effect matters contained in this Section 9.3 and as to such other matters as may be reasonably requested by the Investor in Investor, including, but not limited to, the form acceptable Company's Certificate of Incorporation, as amended, By-laws, as amended, Board of Directors' resolutions relating to the Investortransactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing. (vi) The Company shall have obtained all governmental9.4 No litigation, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated promulgated, endorsed or endorsed threatened by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits or seeks to prohibit the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. (viii) No event 9.5 Trading and listing of the Common Stock on Nasdaq shall not have been suspended or series of events materially limited by the SEC or Nasdaq. 9.6 The Investor shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any received an opinion letter of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports's counsel, schedulesPepper Hamilton LLP, registrationsdated as of the Closing Date, formsin form, statements, information scope and other documents required to have been filed by the Company with the Commission pursuant subxxxxxx xxxxxxxxly satisfactory to the reporting requirements of Investor and containing opinions in substantially the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act.form attached hereto as Exhibit F. ---------- (xi) 9.7 The Company and its Subsidiaries shall have delivered evidence reasonably satisfactory to the Investor such other documents, instruments or certificates relating that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the transactions contemplated by this Agreement form attached hereto as the Investor or its counsel may reasonably request.Exhibit ------- G. -

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions opinion of Xxxxxx & Xxxxxx Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, the Company's ’s U.S. and Xxxxxxxx counsel, dated as of the Closing Date, in the form acceptable to such Investor. (iii) The Investor shall have received the opinion of Rxxxxx & Sxxxxxx P.C., the Company’s Mxxxxxxx Islands counsel, dated as of the Closing Date, in the forms form acceptable to such Investor. (iiiiv) The Company shall have delivered to the Investor a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to the Investor. (v) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen ten (1510) days of the Closing Date. (ivvi) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's ’s board of directors. (vvii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (viviii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, except NASDAQ Approval, for which the Company shall have submitted the necessary application for approval as of the date hereof. The Company shall have submitted the listing of additional shares request for approval of the Principal Market to list the Conversion Shares (without taking into account any limitations on the conversion of the Note set forth therein) and the Interest Shares for listing on the Principal Market (subject to official notice of issuance) (“NASDAQ Approval”). (viiix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiix) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixxi) Neither Trading in the Common Stock shall not have been suspended by the SEC or the Principal Market, the Company nor shall not have received any final and non-appealable notice that the listing or quotation of its Subsidiaries has filed for and/or the Common Stock on the Principal Market shall be terminated on a date certain, there shall not have been imposed any suspension of electronic trading or settlement services by DTC with respect to the Common Stock that is subject continuing, and the Company shall not have received any notice from DTC to any bankruptcy, insolvency, reorganization the effect that a suspension of electronic trading or liquidation proceedings settlement services by DTC with respect to the Common Stock is being imposed or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Companyis contemplated. (xxii) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xixiii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Convertible Debenture at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company Company, and each Subsidiary (the Company’s Transfer Agent, as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) The Investor Common Stock shall have received be authorized for quotation or trading on the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. Primary Market and Xxxxxxxx Islands counsel, dated as of the Closing Date, trading in the forms acceptable to such InvestorCommon Stock shall not have been suspended for any reason. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation representations and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. . (iv) The Company shall have executed and delivered to the Investor the First Convertible Debenture. (v) The Investor shall have received a certificate, executed by the Chief Executive Officer an opinion of the Company, dated as of the Closing Date, counsel from counsel to the foregoing effect and as to such other matters as may be reasonably requested by the Investor Company in the a form acceptable satisfactory to the Investor. (vi) The Company shall have obtained all governmentaldelivered to the Investor a certificate, regulatory or third party consents and approvals, if any, necessary for the sale executed by an officer of the SecuritiesCompany in a form satisfactory to the Investor and dated as of the Closing Date, as to (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as adopted by the Company’s Board of Directors in a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the Closing. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by any court or governmental authority provided Investor a true copy of competent jurisdiction that prohibits a certificate of good standing evidencing the consummation of any formation and good standing of the transactions contemplated by Company from the Transaction Documentssecretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the Closing Date. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries transfer agent shall have delivered to created the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requestShare Reserve.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Promissory Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company Company, and each Subsidiary (the Company’s Transfer Agent as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iiib) The Company Common Stock shall be authorized for quotation or trading on the Primary Market, and trading in the Common Stock shall not have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Datebeen suspended for any reason. (ivc) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company representations and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vid) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments the Promissory Note. (e) The Company shall have created the Share Reserve and issued the seventy-five million commitment shares. (f) The Common Stock shall be authorized for quotation or certificates relating trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (g) The representations and warranties of the Company shall be true and correct in all material respects (except to the transactions contemplated by this Agreement extent that any of such representations and warranties is already qualified as to materiality in Section 5 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the Investor or its counsel may reasonably requestdate when made as though made at that time (except for representations and warranties that speak as of a specific date).

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor this Agreement and each of the other Transaction Documents to which it is a party and the Company shall have duly executed issued and delivered to the Investor the Note Shares being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (viiiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiiiv) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xiv) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request. (vi) Upon Nasdaq Approval of the HWH International Inc. and Alset Capital Acquisition Corp. business combination.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Securities from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor's sole respective benefit and may be waived by the any Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) 7.1 The Company will have executed this Agreement and each Subsidiary (as the case may be) shall Registration Rights Agreement and will have duly executed and delivered those Agreements to the Investor. 7.2 The Company will have delivered to the Investor each Investors duly executed certificates representing the Securities in the amounts specified in Section 1.1 hereof. 7.3 The representations and warranties of the Transaction Documents to which it is a party Company must be true and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated correct in all material respects as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated Company certifying as of the Closing Date, to the foregoing effect matters contained in this Section 7.3 and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Investor in the form acceptable Company's Articles of Incorporation, as amended, By-laws, as amended, Board of Directors' resolutions relating to the Investortransactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing. (vi) The Company shall have obtained all governmental7.4 No litigation, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self- regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. (viii) No event 7.5 Trading and listing of the Common Stock on Nasdaq must not have been suspended by the SEC or series of events shall have occurred that reasonably would have or result in a Material Adverse EffectNasdaq. (ix) Neither the Company nor any 7.6 The Investors will have received an opinion of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports's general counsel, schedulesdated as of the Closing Date, registrationsin form, forms, statements, information scope and other documents required to have been filed by the Company with the Commission pursuant substance reasonably satisfactory to the reporting requirements of Investors and in substantially the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act.form attached hereto as Exhibit B. --------- (xi) 7.7 The Company and its Subsidiaries shall have delivered evidence reasonably satisfactory to the Investor such other documents, instruments or certificates relating Investors that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the transactions contemplated by this Agreement form attached hereto as the Investor or its counsel may reasonably request.Exhibit C. ---------

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions opinion of Xxxxxx & Xxxxxx Xxxxx Xxxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands ’s counsel, dated as of the Closing Date, in the forms form acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (viiv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale issuance of the SecuritiesNote. (viiv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiivi) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xivii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions opinion of Xxxxxx & Xxxxxx Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, the Company's ’s U.S. and Xxxxxxxx counsel, dated as of the Closing Date, in the form acceptable to such Investor. (iii) The Investor shall have received the opinion of Rxxxxx & Sxxxxxx P.C., the Company’s Mxxxxxxx Islands counsel, dated as of the Closing Date, in the forms form acceptable to such Investor. (iiiiv) The Company shall have delivered to the Investor a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to the Investor. (v) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen ten (1510) days of the Closing Date. (ivvi) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's ’s board of directors. (vvii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (viviii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, except NASDAQ Approval, for which the Company shall have submitted the necessary application for approval as of the date hereof. The Company shall have submitted the listing of additional shares request for approval of the Principal Market to list the Conversion Shares (without taking into account any limitations on the conversion of the Note set forth therein) and the Interest Shares (subject to official notice of issuance). (viiix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiix) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixxi) Neither Trading in the Common Stock shall not have been suspended by the SEC or the Principal Market, the Company nor shall not have received any final and non-appealable notice that the listing or quotation of its Subsidiaries has filed for and/or the Common Stock on the Principal Market shall be terminated on a date certain, there shall not have been imposed any suspension of electronic trading or settlement services by DTC with respect to the Common Stock that is subject continuing, and the Company shall not have received any notice from DTC to any bankruptcy, insolvency, reorganization the effect that a suspension of electronic trading or liquidation proceedings settlement services by DTC with respect to the Common Stock is being imposed or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Companyis contemplated. (xxii) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xixiii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation obligations of the Investor hereunder to purchase the Note Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company Investor with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and delivered the Company shall have duly executed and delivered same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementCompany. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation Origination Fee and good standing Note. (iii) The representations and warranties of the Company issued are true and accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Secretary of State Closing Date in (or comparable office) of such jurisdiction of formation unless as of a specific date within fifteen (15) days therein in which case they shall be accurate as of the Closing Datesuch date). (iv) The Company There shall have delivered been no Material Adverse Effect with respect to such Investor a certificate, the Company and no material change in the form acceptable to the Investor, executed by the Secretary capital stock or debt of the Company and dated as of since the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directorsdate hereof. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificatesuch documents, executed by instruments and agreements, including UCC financing statements or amendments to UCC financing statements, as Investor shall reasonably request to evidence the Chief Executive Officer perfection and priority of the Company, dated as of the Closing Date, security interests granted to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements Security Agreement. Pursuant to the terms of the 1934 ActSecurity Agreement, including all material required the Company authorizes Investor to have been filed pursuant file any UCC financing statements, continuations of or amendments to Section 13(a) or 15(d) of UCC financing statements it deems necessary to perfect its security interest in the 1934 Act, shall have been filed with the Commission under the 1934 ActCollateral as defined therein. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Convertible Debenture at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company Company, and each Subsidiary (the Company’s Transfer Agent, as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) The Investor Common Stock shall have received be authorized for quotation or trading on the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. Primary Market and Xxxxxxxx Islands counsel, dated as of the Closing Date, trading in the forms acceptable to such InvestorCommon Stock shall not have been suspended for any reason. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation representations and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. . (iv) The Investor Company shall have received executed and delivered to the Investor the Convertible Debenture. (v) The Company shall have delivered to the Investor a certificate, executed by the Chief Executive Officer an officer of the Company, Company in a form satisfactory to the Investor and dated as of the Closing Date, to the foregoing effect and as to such other matters (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as may be reasonably requested adopted by the Investor Company’s Board of Directors in the a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the Closing. (vi) The Company and its transfer agent shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for created the sale of the SecuritiesShare Reserve. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the each Closing is subject to the satisfaction, at or before the each applicable Closing Date, of each of the following conditions, provided that these conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the SecuritiesNote. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The Company understands that the respective Investor's obligation to purchase the Shares on the Closing Date is conditioned upon: (a) The obligation execution and delivery of this Purchase Agreement and the other Transaction Agreements by the Company; (b) Delivery by the Company to the Escrow Agent of the Investor hereunder to purchase Certificates in accordance with this Purchase Agreement; (c) The accuracy in all material respects on such Closing Date of the Note at representations and warranties of the Closing is subject to Company contained in this Purchase Agreement, each as if made on such date, and the satisfaction, at performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; (d) On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; (e) On such Closing Date, the respective Investor shall have received an opinion of each of the following conditions, provided that these conditions are counsel for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counselEscrow Agent), dated as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation form, scope and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable substance reasonably satisfactory to the Investor, executed substantially to the effect set forth in Annex III attached hereto; (f) There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and (g) From and after the date hereof to and including such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the Secretary SEC or on the Principal Trading Market; (ii) no minimum prices shall been established for Shares traded on the Principal Trading Market; and (iii) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Company and dated as of Investor, makes it impracticable or inadvisable to purchase the Shares. In addition, on the Closing Date, as to trading in Common Stock or in securities generally on the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company Principal Trading Market shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall not have been enacted, entered, promulgated suspended or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documentslimited. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase for cash, the Note Purchased Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor (i) each of the Transaction Documents to which it is a party and (ii) the Company shall have duly executed and delivered to Notes (for the account of the Investor the Note as such Investor shall instruct) being purchased for cash by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iiib) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the InvestorCompany, executed by the Secretary Chief Executive Officer or Chief Financial Officer of the Company and Company, dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by effect that the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each representations and every representation and warranty warranties of the Company in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) ), and the Company shall have performed, satisfied satisfied, and complied in all respects with the covenants, agreements agreements, and conditions required by the Transaction Documents to be performed, satisfied satisfied, or complied with by the Company at or prior to the Closing Date. . (c) The Investor Company shall have received delivered to the Investor a certificatecertificate of the Company, dated the Closing Date, executed by the Chief Executive Officer, Chief Financial Officer or an Executive Vice President of the CompanyCompany certifying in such capacity and on behalf of the Company (i) as to the incumbency and signature of the officer of the Company who executed any of the Transaction Documents; and (ii) as to the adoption of resolutions of the board of directors of the Company which are in full force and effect on the Closing Date, authorizing (x) the execution and delivery of the Transaction Documents and (y) the performance of the obligations of the Company thereunder. (d) The Company shall have obtained Committee on Uniform Securities Identification Procedures numbers (“CUSIP numbers”) for each of the Purchased Notes. On the Closing Date, the Purchased Notes shall be eligible for deposit at DTC and for DTC book-entry services. (e) The Purchased Notes, as of the Closing Date, satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act. (f) The Company shall have delivered to the Investor the opinions of O’Melveny & Xxxxx LLP, and Faegre Xxxxx Xxxxxxx LLP, each dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in substantially the form acceptable to the Investorof Exhibit B attached hereto. (vig) Simultaneously with the Closing, the Company shall issue an aggregate principal amount of Notes that, together with the Notes issued to Other Holders, is not less than $120,000,000. (h) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note First Convertible Debenture at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company Company, and each Subsidiary (the Company’s Transfer Agent, as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) The Investor Common Stock shall have received be authorized for quotation or trading on the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. Primary Market and Xxxxxxxx Islands counsel, dated as of the Closing Date, trading in the forms acceptable to such InvestorCommon Stock shall not have been suspended for any reason. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation representations and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 First Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. . (iv) The Company shall have executed and delivered to the Investor the First Convertible Debenture. (v) The Investor shall have received a certificate, executed by the Chief Executive Officer an opinion of the Company, dated as of the Closing Date, counsel from counsel to the foregoing effect and as to such other matters as may be reasonably requested by the Investor Company in the a form acceptable satisfactory to the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for provided to the sale of Investor an executed Officer’s Certificate in a form satisfactory to the SecuritiesInvestor. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by any court or governmental authority provided Investor a true copy of competent jurisdiction that prohibits a certificate of good standing evidencing the consummation of any formation and good standing of the transactions contemplated by Company from the Transaction Documentssecretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the First Closing Date. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documentsa certificate, instruments or certificates relating executed by an officer of the Company in a form satisfactory to the transactions contemplated Investor and dated as of the First Closing Date, as to (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as adopted by the Company's Board of Directors in a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the First Closing. (ix) The Company shall have created the Share Reserve. (b) The obligation of the Investor hereunder to purchase the Second Convertible Debenture at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion: (i) The Common Stock shall be authorized for quotation or trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (ii) 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 5 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 Second 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 in all material respects with the covenants, agreements and conditions required by this Agreement as to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. (iii) The Company shall have executed and delivered to the Investor the Second Convertible Debenture. (iv) The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor. (v) The Company shall have completed all missing information, exhibits, and schedules to the merger agreement to the satisfaction of Samsara. (vi) The Company shall have presented to its shareholders the proposal to increased the authorized share capital of the Company to no less than 5,000,000,000 shares of Common Stock. (vii) The spin-off and sale of BUR to Xxxxxxx Xxxxxx, the current CEO of the Company, shall be included in the Company’s Registration Statement. (viii) The Company having raised at least an additional $500,000 in financing. (ix) A Registration Statement on Form S-4 for the Company shares to be issued to the shareholders of Samsara having been filed with the SEC (the “Registration Statement”). (x) The Company shall have uplisted to the OTCQB-Mkt. (c) The obligation of the Investor hereunder to purchase the Third Convertible Debenture at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its counsel may reasonably requestsole discretion: (i) The Common Stock shall be authorized for quotation or trading on the OTCQB-Mkt and trading in the Common Stock shall not have been suspended for any reason. (ii) 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 5 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 Third 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 in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Third Closing Date. (iii) The Company shall have executed and delivered to the Investor the Third Convertible Debenture. (iv) The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor. (v) The Company shall have filed its consolidated audited financial statements in connection with its merger with Samsara Luggage Inc. (“Samsara”) and the Registration Statement shall have been declared effective by the SEC. (vi) The Company shall have to increased the authorized share capital of the Company to no less than 5,000,000,000 shares of Common Stock. (vii) All required consents and approvals for the merger transaction with Samsara shall have been obtained.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions opinion of Xxxxxx & Xxxxxx Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, the Company's ’s U.S. and Xxxxxxxx counsel, dated as of the Closing Date, in the form acceptable to such Investor. (iii) The Investor shall have received the opinion of Rxxxxx & Sxxxxxx P.C., the Company’s Mxxxxxxx Islands counsel, dated as of the Closing Date, in the forms form acceptable to such Investor. (iiiiv) The Company shall have delivered to the Investor a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to the Investor. (v) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (ivvi) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's ’s board of directors. (vvii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (viviii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, except NASDAQ Approval, for which the Company shall have submitted the necessary application for approval as of the date hereof. The Company shall have submitted the listing of additional shares request for approval of the Principal Market to list the Conversion Shares (without taking into account any limitations on the conversion of the Note set forth therein) and the Interest Shares (subject to official notice of issuance). (viiix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiix) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixxi) Neither Trading in the Common Shares shall not have been suspended by the SEC or the Principal Market, the Company nor shall not have received any final and non-appealable notice that the listing or quotation of its Subsidiaries has filed for and/or the Common Shares on the Principal Market shall be terminated on a date certain, there shall not have been imposed any suspension of electronic trading or settlement services by DTC with respect to the Common Shares that is subject continuing, and the Company shall not have received any notice from DTC to any bankruptcy, insolvency, reorganization the effect that a suspension of electronic trading or liquidation proceedings settlement services by DTC with respect to the Common Shares is being imposed or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Companyis contemplated. (xxii) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xixiii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Promissory Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company Company, and each Subsidiary (the Company’s Transfer Agent, as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iiib) The Company Common Stock shall be authorized for quotation or trading on the Primary Market, and trading in the Common Stock shall not have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Datebeen suspended for any reason. (ivc) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company representations and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vid) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments the Promissory Note. (e) The Company shall have created the Share Reserve and issued the six million (6,000,000) commitment shares.[2] (f) The Common Stock shall be authorized for quotation or certificates relating trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (g) The representations and warranties of the Company shall be true and correct in all material respects (except to the transactions contemplated by this Agreement extent that any of such representations and warranties is already qualified as to materiality in Section 5 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the Investor or its counsel may reasonably requestdate when made as though made at that time (except for representations and warranties that speak as of a specific date).

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Convertible Debenture at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iiia) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing DateInvestor. (ivb) The Company Common Stock shall have delivered to such Investor a certificatebe authorized for quotation on The Nasdaq Stock Market, Inc.'s OTC Bulletin Board, trading in the form acceptable to the Investor, executed by the Secretary Common Stock shall not have been suspended for any reason and all of the Company and dated as Conversion Shares issuable upon conversion of the Closing DateConvertible Debentures shall be approved for listing or quotation on The Nasdaq Stock Market, as to the Signing Resolutions consistent with Section 3(b) as adopted by the CompanyInc.'s board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directorsOTC Bulletin Board. (vc) Each The representations and every representation and warranty 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor Buyer including, without limitation an update as of the Closing Date regarding the representation contained in the form acceptable to the InvestorSection 3(c) above. (vid) The Investor shall have received the opinion of the Company's counsel dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Investor and in substantially the form of Exhibit E attached hereto. (e) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary for delivered to the sale Investor the Convertible Debentures in the respective amounts set forth opposite each Investors name on Schedule I. (f) The Board of Directors of the SecuritiesCompany shall have adopted the resolutions in substantially the form of Exhibit F attached hereto. (viig) No statuteAs of the Closing Date, rule, regulation, executive order, decree, ruling or injunction the Company shall have been enactedreserved out of its authorized and unissued Common Stock, entered, promulgated or endorsed by any court or governmental authority solely for the purpose of competent jurisdiction that prohibits effecting the consummation of any conversion of the transactions contemplated by Debentures and permitting the Transaction Documentsexercise of the Warrants, 6,000,000 shares of Common Stock to effect the conversion of all of the Conversion Shares and the exercise of all the Warrants then outstanding. (viiih) No event or series of events shall have occurred that reasonably would have or result The Irrevocable Transfer Agent Instructions, in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information form and other documents required to have been filed by the Company with the Commission pursuant substance satisfactory to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 ActInvestor, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to and acknowledged in writing by the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requestCompany's transfer agent.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note and the Series E Warrant at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor this Agreement, the Registration Rights Agreement and each of the other Transaction Documents to which it is a party party, including, without limitation, the Note in the original principal amount of $1,300,000, duly executed on behalf of the Company and registered in the name of the Investor or its designee, and the Company shall have Series E Warrant, duly executed on behalf of the Company and delivered to registered in the name of the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreementor its designee. (ii) The Investor Company shall have received delivered to the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as Investor a copy of the Closing DateIrrevocable Transfer Agent Instructions, in the forms form reasonably acceptable to such the Investor, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary Department of State (or comparable office) of such jurisdiction the State of formation Florida as of a date within fifteen ten (1510) days of prior to the Closing Date. (iv) The Company shall have delivered to such the Investor a certificate, in the form reasonably acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the Signing Resolutions resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to the Investor, together with a copy of Investor and (ii) the Signing Resolutions signed by each member of the Company's board of directorsCharter and Bylaws. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investoreffect. (vi) The Company shall have delivered to the Investor a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (vii) The Common Stock (A) shall be listed on the Principal Market and (B) at any time from the date hereof to the Closing Date, shall not have been suspended by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (viii) At any time from the date hereof to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Investor, makes it impracticable or inadvisable to purchase the Note and the Series E Warrant at the Closing. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (viix) No statute, rule, regulation, executive order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated promulgated, threatened or endorsed by any court or governmental authority of competent jurisdiction that which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents. (viiixi) No action, suit or proceeding before any arbitrator or any court or governmental authority shall have been commenced or threatened, and no inquiry or investigation by any governmental authority shall have been commenced or threatened, against the Company or any Subsidiary, or any of the officers, directors or affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions. (xii) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixxiii) Neither All of the Company nor any Conversion Shares that may be issued upon the full conversion of its Subsidiaries has filed for and/or is subject the Note, without regard to any bankruptcylimitations on conversion set forth in the Note, insolvencyand all of the Warrant Shares that may be issued upon the full exercise of all of the Warrants, reorganization or liquidation proceedings or other proceedings without regard to any limitations on exercise set forth in the Warrants, in each case shall have been approved for relief under any bankruptcy law or any law for listing on the relief Principal Market as of debtors instituted by or against the CompanyClosing Date, subject only to notice of issuance. (xxiv) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission SEC pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission SEC under the 1934 Act. (xixv) No condition, occurrence, state of facts or event that would constitute an Event of Default (as such term is defined in the Note) shall exist on the date of this Agreement or on the Closing Date. (xvi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions opinion of Xxxxxx & Xxxxxx LLPSichenzia Ross Friedman Ferxxxx XXX, the Company's xxx Xxxxxxx’s U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms form acceptable to such Investor. (iii) The Investor shall have received the opinion of Reeder & Simpson X.X., the Xxxxxxy’s Marshall Islands xxxxxxx, dated as of the Closing Date, in the form acceptable to such Investor. (iv) The Company shall have delivered to the Investor a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to the Investor. (v) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (ivvi) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's ’s board of directors. (vvii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (viviii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (viiix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiix) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixxi) Neither Trading in the Common Shares shall not have been suspended by the SEC or the Principal Market, the Company nor shall not have received any final and non-appealable notice that the listing or quotation of its Subsidiaries has filed for and/or the Common Shares on the Principal Market shall be terminated on a date certain, there shall not have been imposed any suspension of electronic trading or settlement services by DTC with respect to the Common Shares that is subject continuing, and the Company shall not have received any notice from DTC to any bankruptcy, insolvency, reorganization the effect that a suspension of electronic trading or liquidation proceedings settlement services by DTC with respect to the Common Shares is being imposed or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Companyis contemplated. (xxii) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xixiii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Common Shares from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor's sole respective benefit and may be waived by the any Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) 7.1 The Company will have executed this Agreement, and each Subsidiary (as the case may be) shall Registration Rights Agreement and will have duly executed and delivered those Agreements to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) 7.2 The Investor Investors shall have received the opinions an opinion of Xxxxxx counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxxx LLPXxxxx, counsel to the Company's U.S. , in customary form, acceptable to Investors and Xxxxxxxx Islands their counsel, dated . 7.3 Each of the representations and warranties of the Company qualified by materiality must be true and correct in all respects as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall representations and warranties must be true and correct as of such date) and each of the representations and warranties of the Company not qualified by materiality must be true and correct in all material respects as of the Closing as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated Company certifying as of the Closing Date, to the foregoing effect matters in contained in this Section 7.3 and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Investor in the form acceptable Company's Certificate of Incorporation, Bylaws, Board of Directors' resolutions relating to the Investortransactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing. (vi) The Company shall have obtained all governmental7.4 No litigation, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents. (viii) No event Registration Rights Agreement and which could, individually or series of events shall in the aggregate, have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither 7.5 Trading and listing of the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization Common Stock on Nasdaq must not have been suspended by the SEC or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the CompanyNasdaq. (x) All reports7.6 Irrevocable transfer agent instructions, schedulesin form and substance satisfactory to the Investors, registrations, forms, statements, information and other documents required to will have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor Company's transfer agent and acknowledged in writing by such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requesttransfer agent.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor Investors hereunder to purchase the Note Preferred Stock at the Closing Closing(s) is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's Investors’ sole benefit and may be waived by the Investor Investors at any time in its their sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) 8.1. The Company shall have executed the Transaction Documents and delivered the same to the Investor a certificate evidencing Investors. 8.2. The Common Stock shall be authorized for quotation on the formation OTCBB, trading in the Common Stock shall not have been suspended for any reason, and good standing all the Conversion Shares issuable upon the conversion of the Company issued Preferred Stock shall be approved by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing DateOTCBB. (iv) 8.3. The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company representations and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 4 hereof, 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Document to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The If requested by the Investor, the Investor shall have received a certificate, executed by the Chief Executive Officer President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vi) 8.4. The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for delivered to the sale of Investors the SecuritiesPreferred Stock in the respective amounts set forth opposite each Investors name on Schedule 1 attached hereto. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction 8.5. The Company shall have been enacted, entered, promulgated or endorsed by any court or governmental authority delivered to the Investors a certificate of competent jurisdiction that prohibits good standing from the consummation Nevada Secretary of any of the transactions contemplated by the Transaction DocumentsState. (viii) No event or series of events 8.6. The Company shall have occurred that reasonably would have filed a form UCC-1 or result such other forms as may be required to perfect the Investor’s interest in a Material Adverse Effectthe Pledged Collateral as described in the Security Agreement and delivered proof of such filing to the Investors. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) 8.7. The Company and its Subsidiaries shall have delivered to the Investor such other documentsan acknowledgement, instruments or certificates relating to the transactions contemplated satisfaction of the Investor, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. 8.8. The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Preferred Stock, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. 8.9. The Company shall have certified to the Investors that all conditions to the Closing have been satisfied and that the Company will file a registration statement with the Commission in compliance with the rules and regulations promulgated by this Agreement as the Commission for filing thereof two (2) business days after the Closing. If requested by the Investor, the Investor or its counsel may reasonably requestshall have received a certificate, executed by the two officers of the Company, dated as of the Closing Date, to the foregoing effect. 8.10. No Events of Default shall have occurred under the Transaction Documents.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the each Closing is subject to the satisfaction, at or before the each applicable Closing Date, of each of the following conditions, provided that these conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx Sxxxxx & Xxxxxx Kxxxxx LLP, the Company's U.S. and Xxxxxxxx Mxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the SecuritiesNote. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Convertible Debenture at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company Company, and each Subsidiary (the Company’s Transfer Agent, as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) The Investor Common Stock shall have received be authorized for quotation or trading on the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. Primary Market and Xxxxxxxx Islands counsel, dated as of the Closing Date, trading in the forms acceptable to such InvestorCommon Stock shall not have been suspended for any reason. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation representations and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. . (iv) The Company shall have executed and delivered to the Investor the t Convertible Debenture and the Warrant. (v) The Investor shall have received a certificate, executed by the Chief Executive Officer an opinion of the Company, dated as of the Closing Date, counsel from counsel to the foregoing effect and as to such other matters as may be reasonably requested by the Investor Company in the a form acceptable satisfactory to the Investor, which shall include but not be limited to whether the Company is an issuer defined as a “Shell Company,” as defined in paragraph (i)(1)(i) of Rule 144 or has been at any time previously an issuer defined as a “Shell Company.” (vi) The Company shall have obtained all governmentaldelivered to the Investor a certificate, regulatory or third party consents and approvals, if any, necessary for the sale executed by an officer of the SecuritiesCompany in a form satisfactory to the Investor and dated as of the Closing Date, as to (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as adopted by the Company’s Board of Directors in a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the Closing. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by any court or governmental authority provided Investor a true copy of competent jurisdiction that prohibits a certificate of good standing evidencing the consummation of any formation and good standing of the transactions contemplated by Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the Closing Date. (viii) The Company and its transfer agent shall have created the Share Reserve. (ix) The Company shall have received any and all required approvals from the Primary Market to enter into this Agreement and the Transaction Documents. (viiix) No event or series of events The Company shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information with and other documents required to have been filed had accepted by the Company with the Commission pursuant SEC a Form 8-A(12g) in order to become subject to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) section 13 or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. Exchange Act and (xiii) The Company and its Subsidiaries shall have delivered to 90 days following such filing the Investor such other documents, instruments or certificates relating shall be entitled to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requesta holding period under Rule 144 of 6 months.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Financial Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (viiiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiiiv) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixv) Neither Trading in the Common Stock shall not have been suspended by the SEC or the Principal Market, the Company nor shall not have received any final and nonappealable notice that the listing or quotation of its Subsidiaries has filed for and/or the Common Stock on the Principal Market shall be terminated on a date certain, there shall not have been imposed any suspension of electronic trading or settlement services by DTC with respect to the Common Stock that is subject continuing, and the Company shall not have received any notice from DTC to any bankruptcy, insolvency, reorganization the effect that a suspension of electronic trading or liquidation proceedings settlement services by DTC with respect to the Common Stock is being imposed or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Companyis contemplated. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xivi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments insüuments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note First Convertible Debenture at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company Company, and each Subsidiary (the Company’s Transfer Agent as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) The Investor Common Stock shall have received be authorized for quotation or trading on the opinions of Xxxxxx & Xxxxxx LLPPrimary Market, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, trading in the forms acceptable to such InvestorCommon Stock shall not have been suspended for any reason. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation representations and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 First Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. . (iv) The Company shall have executed and delivered to the Investor the First Convertible Debenture. (v) The Investor shall have received a certificate, executed by the Chief Executive Officer an opinion of the Company, dated as of the Closing Date, counsel from counsel to the foregoing effect and as to such other matters as may be reasonably requested by the Investor Company in the a form acceptable satisfactory to the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for provided to the sale of Investor an executed Officer’s Certificate in a form satisfactory to the SecuritiesInvestor. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by any court or governmental authority provided to the Investor a true copy of competent jurisdiction that prohibits a certificate of good standing evidencing the consummation of any formation and good standing of the transactions contemplated Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the First Closing Date. (viii) The Company shall have delivered to the Investor a certificate, executed by an officer of the Company in a form satisfactory to the Investor and dated as of the First Closing Date, as to (i) the Company’s Articles of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as adopted by the Company's Board of Directors in a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good Standing, each as in effect at the First Closing. (ix) The Company shall have created the Share Reserve. (x) The Company shall have received any and all required approvals from the Primary Market to enter into this Agreement and the Transaction Documents. (viiib) No event The obligation of the Investor hereunder to purchase the Second Convertible Debenture at the Second Closing is subject to the satisfaction, at or series before the Second Closing Date, of events each of the following conditions: (i) The Company shall have occurred that reasonably would have or result in a Material Adverse Effectfiled the Registration Statement with the SEC. (ixii) Neither The Common Stock shall be authorized for quotation or trading on the Company nor Primary Market, trading in the Common Stock shall not have been suspended for any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Companyreason. (xiii) All reportsThe 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 5 above, schedulesin which case, registrationssuch representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second 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, formssatisfied and complied in all material respects with the covenants, statementsagreements and conditions required by this Agreement to be performed, information and other documents required to have been filed satisfied or complied with by the Company with the Commission pursuant at or prior to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 ActSecond Closing Date. (xiiv) The Company and its Subsidiaries shall have executed and delivered to the Investor such other documents, instruments or certificates relating the Second Convertible Debenture. (v) The Company shall have provided to the transactions contemplated Investor an executed Officer’s Certificate in a form satisfactory to the Investor. (c) The obligation of the Investor hereunder to purchase the Third Convertible Debenture at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions: (i) The SEC shall have declared the Registration Statement effective. (ii) The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have been suspended for any reason. (iii) 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 5 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 Third 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 in all material respects with the covenants, agreements and conditions required by this Agreement as to be performed, satisfied or complied with by the Company at or prior to the Third Closing Date. (iv) The Company shall have executed and delivered to the Investor or its counsel may reasonably requestthe Third Convertible Debenture. (v) The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note and the Series A Warrant at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor this Agreement, the Registration Rights Agreement and each of the other Transaction Documents to which it is a party party, including, without limitation, the Note in the original principal amount of $1,100,000, duly executed on behalf of the Company and registered in the name of the Investor or its designee, and the Company shall have Series A Warrant, duly executed on behalf of the Company and delivered to registered in the name of the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreementor its designee. (ii) The Investor Company shall have received delivered to the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as Investor a copy of the Closing DateIrrevocable Transfer Agent Instructions, in the forms form reasonably acceptable to such the Investor, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary Department of State (or comparable office) of such jurisdiction the State of formation Florida as of a date within fifteen ten (1510) days of prior to the Closing Date. (iv) The Company shall have delivered to such the Investor a certificate, in the form reasonably acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the Signing Resolutions resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to the Investor, together with a copy of Investor and (ii) the Signing Resolutions signed by each member of the Company's board of directorsCharter and Bylaws. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investoreffect. (vi) The Company shall have delivered to the Investor a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (vii) The Common Stock (A) shall be listed on the Principal Market and (B) at any time from the date hereof to the Closing Date, shall not have been suspended by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (viii) At any time from the date hereof to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Investor, makes it impracticable or inadvisable to purchase the Note and the Series A Warrant at the Closing. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (viix) No statute, rule, regulation, executive order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated promulgated, threatened or endorsed by any court or governmental authority of competent jurisdiction that which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents. (viiixi) No action, suit or proceeding before any arbitrator or any court or governmental authority shall have been commenced or threatened, and no inquiry or investigation by any governmental authority shall have been commenced or threatened, against the Company or any Subsidiary, or any of the officers, directors or affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions. (xii) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixxiii) Neither All of the Company nor any Conversion Shares that may be issued upon the full conversion of its Subsidiaries has filed for and/or is subject the Note, without regard to any bankruptcylimitations on conversion set forth in the Note, insolvencyand all of the Warrant Shares that may be issued upon the full exercise of all of the Warrants, reorganization or liquidation proceedings or other proceedings without regard to any limitations on exercise set forth in the Warrants, in each case shall have been approved for relief under any bankruptcy law or any law for listing on the relief Principal Market as of debtors instituted by or against the CompanyClosing Date, subject only to notice of issuance. (xxiv) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission SEC pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission SEC under the 1934 Act. (xixv) No condition, occurrence, state of facts or event that would constitute an Event of Default (as such term is defined in the Note) shall exist on the date of this Agreement or on the Closing Date. (xvi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions opinion of Xxxxxx & Xxxxxx Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, the Company's ’s U.S. and counsel, dated as of the Closing Date, in the form acceptable to such Investor. (iii) The Investor shall have received the opinion of Xxxxxx & Xxxxxxx P.C., the Company’s Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms form acceptable to such Investor. (iiiiv) The Company shall have delivered to the Investor a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to the Investor. (v) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen ten (1510) days of the Closing Date. (ivvi) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's ’s board of directors. (vvii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (viviii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, except for the completion of the review by The NASDAQ Stock Market of the listing of additional shares application (“NASDAQ Approval”). The Company shall have submitted the listing of additional shares application for approval of the Principal Market to list the Conversion Shares (without taking into account any limitations on the conversion of the Note set forth therein) and the Interest Shares (subject to official notice of issuance). (viiix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiix) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixxi) Neither Trading in the Common Stock shall not have been suspended by the SEC or the Principal Market, the Company nor shall not have received any final and non-appealable notice that the listing or quotation of its Subsidiaries has filed for and/or the Common Stock on the Principal Market shall be terminated on a date certain, there shall not have been imposed any suspension of electronic trading or settlement services by DTC with respect to the Common Stock that is subject continuing, and the Company shall not have received any notice from DTC to any bankruptcy, insolvency, reorganization the effect that a suspension of electronic trading or liquidation proceedings settlement services by DTC with respect to the Common Stock is being imposed or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Companyis contemplated. (xxii) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xixiii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing copy of the Company issued by Irrevocable Transfer Agent Instructions, in the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of form acceptable to the Closing DateInvestor. (iviii) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's ’s board of directors. (viv) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (viv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) . No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiivi) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixvii) Neither Trading in the Common Stock shall not have been suspended by the SEC or the Principal Market, the Company nor shall not have received any final and non-appealable notice that the listing or quotation of its Subsidiaries has filed for and/or the Common Stock on the Principal Market shall be terminated on a date certain, there shall not have been imposed any suspension of electronic trading or settlement services by DTC with respect to the Common Stock that is subject continuing, and the Company shall not have received any notice from DTC to any bankruptcy, insolvency, reorganization the effect that a suspension of electronic trading or liquidation proceedings settlement services by DTC with respect to the Common Stock is being imposed or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Companyis contemplated. (xviii) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xiix) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Securities from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor's sole respective benefit and may be waived by the any Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) 7.1 The Company will have executed this Agreement, the Registration Rights Agreement and each Subsidiary (as the case may be) shall Warrants and will have duly executed and delivered those Agreements to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) 7.2 The Investor Investors shall have received the opinions an opinion of Xxxxxx counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxxx LLPXxxxx, counsel to the Company's U.S. , in customary form, acceptable to Investors and Xxxxxxxx Islands their counsel, dated . 7.3 Each of the representations and warranties of the Company qualified by materiality must be true and correct in all respects as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall representations and warranties must be true and correct as of such date) and each of the representations and warranties of the Company not qualified by materiality must be true and correct in all material respects as of the Closing as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated Company certifying as of the Closing Date, to the foregoing effect matters in contained in this Section 7.3 and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Investor in the form acceptable Company's Certificate of Incorporation, Bylaws, Board of Directors' resolutions relating to the Investortransactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing. (vi) The Company shall have obtained all governmental7.4 No litigation, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents. (viii) No event Registration Rights Agreement or series of events shall the Warrants and which could, individually or in the aggregate, have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither 7.5 Trading and listing of the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization Common Stock on Nasdaq must not have been suspended by the SEC or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the CompanyNasdaq. (x) All reports7.6 Irrevocable transfer agent instructions, schedulesin form and substance satisfactory to the Investors, registrations, forms, statements, information and other documents required to will have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor Company's transfer agent and acknowledged in writing by such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requesttransfer agent.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor Investors hereunder to purchase the Note Preferred Stock at the Closing Closing(s) is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's Investors’ sole benefit and may be waived by the Investor Investors at any time in its their sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) 8.1. The Company shall have executed the Transaction Documents and delivered the same to the Investor a certificate evidencing Investors. 8.2. The Common Stock shall be authorized for quotation on the formation OTCBB, trading in the Common Stock shall not have been suspended for any reason, and good standing all the Conversion Shares issuable upon the conversion of the Company issued Preferred Stock shall be approved by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing DateOTCBB. (iv) 8.3. The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company representations and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 4 hereof, 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Document to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The If requested by the Investor, the Investor shall have received a certificate, executed by the Chief Executive Officer President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vi) 8.4. The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for delivered to the sale of Investors the SecuritiesPreferred Stock in the respective amounts set forth opposite each Investors’ name on Schedule 1 attached hereto. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction 8.5. The Company shall have been enacted, entered, promulgated or endorsed by any court or governmental authority delivered to the Investors a certificate of competent jurisdiction that prohibits good standing from the consummation Nevada Secretary of any of the transactions contemplated by the Transaction DocumentsState. (viii) No event or series of events 8.6. The Company shall have occurred that reasonably would have filed a form UCC-1 or result such other forms as may be required to perfect the Investor’s interest in a Material Adverse Effectthe Pledged Collateral as described in the Security Agreement and delivered proof of such filing to the Investors. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) 8.7. The Company and its Subsidiaries shall have delivered to the Investor such other documentsan acknowledgement, instruments or certificates relating to the transactions contemplated satisfaction of the Investor, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. 8.8. The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Preferred Stock, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. 8.9. The Company shall have certified to the Investors that all conditions to the Closing have been satisfied and that the Company will file a registration statement with the Commission in compliance with the rules and regulations promulgated by this Agreement as the Commission for filing thereof two (2) business days after the Closing. If requested by the Investor, the Investor or its counsel may reasonably requestshall have received a certificate, executed by the two officers of the Company, dated as of the Closing Date, to the foregoing effect. 8.10. No Events of Default shall have occurred under the Transaction Documents.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Shares from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor's sole respective benefit and may be waived by the any Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) 8.1 The Company and each Subsidiary (as the case may be) shall will have duly executed and delivered this Agreement to the Investor each Investors. 8.2 The representations and warranties of the Transaction Documents to which it is a party Company must be true and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated correct in all material respects as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall or the Placement Agent must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company certifying as to such matters as may be reasonably requested by the Placement Agent, including, but not limited to, the representations and warranties of the Company made herein, the Company's Certificate of Incorporation, as amended, and Bylaws, as amended, Board of Directors' resolutions relating to the transactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing. 8.3 Trading and listing of the Common Stock on Nasdaq must not have been suspended by the SEC or Nasdaq. 8.4 The Investors and the Placement Agent will have received an opinion from O'Melveny & Xxxxx LLP, counsel for the Company, dated as of the Closing Date, Date and addressed to the foregoing effect Investors and the Placement Agent, as to such other the matters addressed in EXHIBIT A attached hereto. 8.5 The Placement Agent will have received gross subscriptions for the Offering in a minimum amount of $15 million. 8.6 The Transfer Agent will have issued a certificate as may be to the issuance of the Shares in form and substance reasonably requested by the Investor in the form acceptable to the InvestorPlacement Agent. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note First Convertible Debenture at the First Closing is was subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company Company, and each Subsidiary (the Company's Transfer Agent, as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) The Investor Common Stock shall have received be authorized for quotation or trading on the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. Primary Market and Xxxxxxxx Islands counsel, dated as of the Closing Date, trading in the forms acceptable to such InvestorCommon Stock shall not have been suspended for any reason. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation representations and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 First Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. . (iv) The Company shall have executed and delivered to the Investor the First Convertible Debenture. (v) The Investor shall have received a certificate, executed by the Chief Executive Officer an opinion of the Company, dated as of the Closing Date, counsel from counsel to the foregoing effect and as to such other matters as may be reasonably requested by the Investor Company in the a form acceptable satisfactory to the Investor. (vi) The Company shall have obtained all governmentaldelivered to the Investor a certificate, regulatory or third party consents and approvals, if any, necessary for the sale executed by an officer of the SecuritiesCompany in a form satisfactory to the Investor and dated as of the First Closing Date, as to (i) the Company's Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as adopted by the Company's Board of Directors in a form reasonably acceptable to the Investor, (iv) the Company's Certificate of Good, each as in effect at the First Closing. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by any court or governmental authority provided Investor a true copy of competent jurisdiction that prohibits a certificate of good standing evidencing the consummation of any formation and good standing of the transactions contemplated by Company from the Transaction Documentssecretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the First Closing Date. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries transfer agent shall have created the Share Reserve. (b) The obligation of the Investor hereunder to purchase the Second Convertible Debenture at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion: (i) The Registration Statement shall have been declared effective by the SEC as required by the Registration Rights Agreement. (ii) The Common Stock shall be authorized for quotation or trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (iii) 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 5 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 Second 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 in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. (iv) The Company shall have executed and delivered to the Investor such other documents, instruments or certificates relating the Second Convertible Debenture. (v) The Company shall have provided to the transactions contemplated by this Agreement as Investor an executed Officer's Certificate in a form satisfactory to the Investor or its counsel may reasonably requestInvestor.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor Investors hereunder to purchase the Note Preferred Stock at the Closing Closing(s) is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's Investors’ sole benefit and may be waived by the Investor Investors at any time in its their sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) 8.1. The Company shall have executed the Transaction Documents and delivered the same to the Investor a certificate evidencing Investors. 8.2. The Common Stock shall be authorized for quotation on the formation OTCBB, trading in the Common Stock shall not have been suspended for any reason, and good standing all the Conversion Shares issuable upon the conversion of the Company issued Preferred Stock shall be approved by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing DateOTCBB. (iv) 8.3. The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company representations and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 4 hereof, 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Document to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The If requested by the Investor, the Investor shall have received a certificate, executed by the Chief Executive Officer President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vi) 8.4. The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for delivered to the sale of Investors the SecuritiesPreferred Stock in the respective amounts set forth opposite each Investors’ name on Schedule 1 attached hereto. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction 8.5. The Company shall have been enacted, entered, promulgated or endorsed by any court or governmental authority delivered to the Investors a certificate of competent jurisdiction that prohibits good standing from the consummation Nevada Secretary of any of the transactions contemplated by the Transaction DocumentsState. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) 8.6. The Company and its Subsidiaries shall have delivered to the Investor such other documentsan acknowledgement, instruments or certificates relating to the transactions contemplated satisfaction of the Investor, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. 8.7. The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Preferred Stock, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. 8.8. The Company shall have certified to the Investors that all conditions to the Closing have been satisfied and that the Company will file a registration statement with the Commission in compliance with the rules and regulations promulgated by this Agreement as the Commission for filing thereof two (2) business days after the Closing. If requested by the Investor, the Investor or its counsel may reasonably requestshall have received a certificate, executed by the two officers of the Company, dated as of the Closing Date, to the foregoing effect. 8.9. No Events of Default shall have occurred under the Transaction Documents.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor Investors hereunder to purchase the Note Preferred Stock at the Closing Closing(s) is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's Investors’ sole benefit and may be waived by the Investor Investors at any time in its their sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) 7.1. The Company shall have executed the Transaction Documents and delivered the same to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing DateInvestors. (iv) 7.2. The Company Common Stock shall have delivered to such Investor a certificatebe authorized for quotation on the OTCBB, trading in the form acceptable to Common Stock shall not have been suspended for any reason. 7.4. To the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member best knowledge of the Company's board of directors. (v) Each , the representations and every representation and warranty 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 4 hereof, 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Document to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The If requested by the Investor, the Investor shall have received a certificate, executed by the Chief Executive Officer CEO or President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor.. DHL DRA (vi) 7.5. The Company shall have obtained all governmental, regulatory delivered or third party consents and approvals, if any, necessary subscribed for delivery in a method satisfactory to the sale of Investors the SecuritiesPreferred Stock in the respective amounts set forth opposite each Investors name on Schedule 1 attached hereto. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) 7.6. The Company and its Subsidiaries shall have delivered to the Investor such other documentsInvestors a certificate of good standing from the Nevada Secretary of State. 7.7. The Company shall have reserved out of its authorized and unissued Common Stock, instruments or certificates relating solely for the purpose of effecting the conversion of the Preferred Stock, shares of Common Stock to effect the transactions contemplated by this Agreement as conversion of all of the Investor or its counsel may reasonably requestConversion Shares then outstanding. 7.8. No Events of Default shall have occurred under the Transaction Documents.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions opinion of Xxxxxx & Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, the Company’s U.S. counsel, dated as of the Closing Date, in the form acceptable to such Investor. (iii) The Investor shall have received the opinion of Gardere Wxxxx Xxxxxx LLP, the Company's U.S. and Xxxxxxxx ’s Mxxxxxxx Islands counsel, dated as of the Closing Date, in the forms form acceptable to such Investor. (iiiiv) The Company shall have delivered to the Investor a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to the Investor. (v) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen ten (1510) days of the Closing Date. (ivvi) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (vvii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (viviii) The Conversion Shares and the Interest Shares shall be approved for listing on the Principal Market. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, except those required by the Principal Market, for which the Company shall have submitted the necessary application for approval as of the date hereof. (viix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiixi) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixxii) Neither The Company shall have submitted the Company nor any listing of its Subsidiaries has filed additional shares request for and/or is approval of the Principal Market to list the Conversion Shares (subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief official notice of debtors instituted by or against the Companyissuance). (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xixiii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The Company understands that the Investor's obligation of the Investor hereunder to purchase the Note at Common Stock on the Closing Date is subject to conditioned upon: a. The execution and delivery of this Agreement and the satisfactionother Transaction Agreements by the Company; b. The accuracy in all material respects on each Closing Date of the representations and warranties of the Company contained in this Agreement, at each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; c. On each Closing Date, of the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; d. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval, which shall not have been obtained; e. From and after the date hereof to and including each Closing Date, each of the following conditions, provided that these preceding conditions are for will have remained in effect and the Investor's sole benefit and may be waived trading of the Common Stock shall not have been suspended by the Investor at any time in its sole discretion by providing SEC or on the Company with prior written notice thereof:Principal Trading Market. (i) The Company agrees to indemnify and each Subsidiary hold harmless the Investor and its officers, directors, employees, and agents, and the Investor Control Person from and against any losses, claims, damages, liabilities or expenses incurred (as collectively, “Damages”), joint or several, and any action in respect thereof to which the case may be) shall have Investor, its partners, Affiliates, officers, directors, employees, or duly executed and delivered authorized agents, or the Investor Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, except to the Investor each of extent such Damages result from the Transaction Documents Investor's failure to which it is a party and perform any covenant or agreement contained in this Agreement or the Company shall have duly executed and delivered to Investor's or its officers, directors, employees, agents or the Investor the Note being purchased by the Investor at the Closing pursuant to Control Persons negligence, recklessness or bad faith in performing its obligations under this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. agrees to indemnify and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of hold harmless the Company and dated as its officers, directors, employees, and agents, and each Company Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, “Damages”), joint or several, and any action in respect thereof to which the Company, its partners, Affiliates, officers, directors, employees, or duly authorized agents, or any such Company Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Closing DateInvestor contained in this Agreement, as except to the Signing Resolutions consistent with Section 3(b) as adopted by extent such Damages result primarily from the Company's board ’s failure to perform any covenant or agreement contained in this Agreement or the Company’s or its officers, directors, employees, agents or Company Control Persons negligence, recklessness or bad faith in performing its obligations under this Agreement. b. All claims for indemnification by any Indemnified Party (as defined below) under this Section 9 shall be asserted and resolved as follows: (i) In the event any claim or demand in respect of directors in which any Person claiming indemnification under any provision of this Section 9 (an "Indemnified Party") might seek indemnity under Section 9(a) is asserted against or sought to be collected from such Indemnified Party by a form reasonably acceptable to Person other than a party hereto or an Affiliate thereof (a "Third Party Claim"), the InvestorIndemnified Party shall deliver a written notification, together with enclosing a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvalspapers served, if any, necessary and specifying the nature of and basis for such Third Party Claim and for the sale Indemnified Party's claim for indemnification that is being asserted under any provision of this Section 9 against any Person (the "Indemnifying Party"), together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a "Claim Notice") with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party's ability to defend has been prejudiced by such failure of the Securities. Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending thirty (vii30) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated calendar days following receipt by the Transaction Documents. Indemnifying Party of either a Claim Notice or an Indemnity Notice (viiias defined below) No event (the "Dispute Period") whether the Indemnifying Party disputes its liability or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any amount of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant liability to the reporting requirements of Indemnified Party under this Section 9 and whether the 1934 ActIndemnifying Party desires, including all material required at its sole cost and expense, to have been filed pursuant to Section 13(a) or 15(d) of defend the 1934 Act, Indemnified Party against such Third Party Claim. The following provisions shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.also apply:

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the Closing buy Purchase Shares, Warrants and Preferred Shares under this Agreement is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditionsconditions and once such conditions have been initially satisfied, provided that these there shall not be any ongoing obligation to satisfy such conditions are for after the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofCommencement has occurred: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents and delivered the same to which it is a party the Investor and shall have filed the Certificate of Designation in the form of Exhibit F hereto with the Secretary of State of the State of Florida; (b) The Company shall have duly executed and delivered issued to the Investor the Note being purchased Commitment Shares and Initial Purchase Shares without restrictive legend by crediting the Investor’s account with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system and shall have issued the Warrants and Preferred Shares to the Investor; (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 Investor at SEC or the Closing pursuant to this Agreement.Principal Market and the Purchase Shares, the Warrant Shares, the Conversion Shares and the Commitment Shares shall be approved for listing upon the Principal Market; (iid) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, legal counsel dated as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, Commencement Date substantially in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors.Exhibit A attached hereto; (ve) Each The representations and every representation and warranty 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 4 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 Closing Commencement Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects 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 Closing Commencement Date. The Investor shall have received a certificate, executed by the Chief Executive Officer CEO, President or CFO of the Company, dated as of the Closing Commencement Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor 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, (A) solely for the purpose of effecting purchases of Purchase Shares hereunder, 1,130,000 shares of Common Stock, (B) as Warrant Shares 540,000 shares of Common Stock and (C) as Conversion Shares 420,000 shares of Common Stock; (h) The Irrevocable Transfer Agent Instructions, in form acceptable to the Investor.Investor shall have been delivered to and acknowledged in writing by the Company and the Company's Transfer Agent; (vii) The Company shall have obtained all governmental, regulatory or third party consents delivered to the Investor a certificate evidencing the incorporation and approvals, if any, necessary for the sale good standing of the Securities.Company in the State of Florida issued by the Secretary of State of the State of Florida as of a date within ten (10) Business Days prior to the Commencement Date; (viij) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits delivered to the consummation of any Investor a certified copy of the transactions contemplated Articles of Incorporation as certified by the Transaction Documents.Secretary of State of the State of Florida within ten (10) Business Days prior to the Commencement Date and that reflect the filing of the Certificate of Designation with the Secretary of State of the State of Florida; (viiik) No event or series of events The Company shall have occurred that reasonably would have or result delivered to the Investor a secretary's certificate executed by the Secretary of the Company, dated as of the Commencement Date, in a Material Adverse Effect.the form attached hereto as Exhibit D; (ixl) Neither the Company nor any of its Subsidiaries has filed for and/or is subject The Registration Statement shall continue to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information be effective and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, a prospectus supplement shall have been filed with the Commission under SEC covering the 1934 Act. (xi) sale by the Company to the Investor of all of the Purchase Shares, Conversion Shares, and Commitment Shares and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC. The Company and its Subsidiaries shall have prepared and delivered to the Investor a final and complete form of prospectus supplement, dated and current as of the Commencement Date, to be used by the Company in connection with any sales of any Purchase Shares, Conversion Shares or Commitment Shares to the Investor, and to be filed by the Company. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Commitment Shares, Purchase Shares, the Warrants, the Warrant Shares, the Preferred Shares and the Conversion Shares pursuant to this Agreement in compliance with such laws; (m) No Event of Default as defined in Section 10 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 Investor, 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 documents, instruments similar anti-takeover provision under the Articles of Incorporation or certificates relating the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement as Agreement, including, without limitation, the Company's issuance of the Securities and the Commitment Shares and the Investor's ownership of the Securities and the Commitment Shares; and (o) The Company shall have provided the Investor with the information requested by the Investor in connection with its due diligence requests made prior to, or its counsel may reasonably requestin connection with, the Commencement, in accordance with the terms of Section 5(f) hereof.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Shares from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the Investor's sole respective benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) 8.1 The Company and each Subsidiary (as the case may be) shall will have duly executed and delivered this Agreement to the Investor each Investor. 8.2 The representations and warranties of the Transaction Documents to which it is a party Company must be true and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated correct in all material respects as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company certifying as to such matters as may be reasonably requested by the Investor, including, but not limited to, the representations and warranties of the Company made herein, the Company's Certificate of Incorporation, as amended, and Bylaws, as amended, Board of Directors' resolutions relating to the transactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing. 8.3 Trading and listing of the Common Stock on Amex must not have been suspended by the SEC or Amex. 8.4 The Investor will have received an opinion from Xxxxx Xxxxxxx Xxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, dated as of the Closing Date, to the foregoing effect Date and as to such other matters as may be reasonably requested by the Investor in the form acceptable addressed to the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant as to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Actmatters addressed in Exhibit A attached --------- hereto. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation obligations of the Investor hereunder to purchase the Note Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company Investor with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and delivered the Company shall have duly executed and delivered same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementCompany. (ii) The Investor Company shall have received delivered to the opinions of Xxxxxx & Xxxxxx LLPInvestor the (A) Origination Fee, if any; (B) Origination Fee Shares, if any; (C) Note; (D) the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, security agreement in the forms acceptable to such Investorform attached hereto as Exhibit D (the “Security Agreement”); (E) the guaranties in the form attached hereto as Exhibit E (the “Guaranties”); and (F) Warrants. (iii) The Company shall have issued irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates or credit shares to the applicable balance accounts of such transfer agent, registered in the name of the Investor or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor substantially in the form of Exhibit F attached hereto (the “Irrevocable Transfer Agent Instructions”), an executed copy of which shall be delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing DateInvestor. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary representations and warranties of the Company are true and dated accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date in (unless as of the Closing Date, a specific date therein in which case they shall be accurate as of such date). (iv) There shall have been no Material Adverse Effect with respect to the Signing Resolutions consistent with Section 3(b) as adopted by Company since the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directorsdate hereof. (v) Each and every representation and warranty of the Company shall be true and correct as of From the date when made and as of hereof to the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific dateDate, which trading in the Class A Common Stock shall be true and correct as of such date) and the Company shall not have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with been suspended by the Company Commission or any Trading Market and, at or any time prior to the Closing Date. The Investor , trading in securities generally as reported by Bloomberg L.P. shall not have received been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a certificate, executed banking moratorium have been declared either by the Chief Executive Officer United States or New York State authorities nor shall there have occurred any material outbreak or escalation of the Companyhostilities or other national or international calamity of such magnitude in its effect on, dated as of the Closing Dateor any material adverse change in, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor any financial market which, in each case, in the form acceptable reasonable judgment of such Investor, makes it impracticable or inadvisable to purchase the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for Securities at the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of Closing. “Trading Market” means any of the transactions contemplated by following markets or exchanges on which the Transaction Documents. Ordinary Shares and/or ADSs are listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange, OTCQB or OTCQX (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any successors to any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Companyforegoing). (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The Company understands that the respective Investor's obligation to purchase the Shares and receive the Warrants on the Closing Date is conditioned upon: (a) The obligation execution and delivery of this Purchase Agreement and the other Transaction Agreements by the Company; (b) Delivery by the Company to the Escrow Agent of the Investor hereunder to purchase Shares and Warrants in accordance with this Purchase Agreement; (c) The accuracy in all material respects on such Closing Date of the Note at representations and warranties of the Closing is subject to Company contained in this Purchase Agreement, each as if made on such date, and the satisfaction, at performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; (d) On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; (e) On such Closing Date, the respective Investor shall have received an opinion of each of the following conditions, provided that these conditions are counsel for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counselEscrow Agent), dated as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation form, scope and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable substance reasonably satisfactory to the Investor, executed substantially to the effect set forth in Annex III attached hereto; (f) There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and (g) From and after the date hereof to and including such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the Secretary SEC or on the Principal Trading Market; (ii) no minimum prices shall been established for the Common Stock traded on the Principal Trading Market; and (iii) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Company and dated as of Investor, makes it impracticable or inadvisable to purchase the Shares. In addition, on the Closing Date, as to trading in Common Stock or in securities generally on the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company Principal Trading Market shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall not have been enacted, entered, promulgated suspended or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documentslimited. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Convertible Debenture at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company Company, and each Subsidiary (the Company’s Transfer Agent as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iiib) The Company shall have delivered issued the Warrant to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing DateInvestor’s Designee. (ivc) The Company shall have delivered to such Investor a certificate, in entered into the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directorsMOU. (vd) Each The Company shall have provided to and every representation the Investor shall have approved all Form 8-Ks and warranty press releases to be filed in connection with this Agreement and the MOU. (e) The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have been suspended for any reason. (f) 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 4 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. . (g) The Company shall have executed and delivered to the Investor the Convertible Debenture. (h) The Investor shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor. (i) The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor. (j) The Company shall have provided Investor a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the Closing Date. (k) The Company shall have delivered to the Investor a certificate, executed by the Chief Executive Officer an officer of the Company, Company in a form satisfactory to the Investor and dated as of the Closing Date, to the foregoing effect and as to such other matters (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as may be reasonably requested adopted by the Investor Company's Board of Directors in the a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the Closing. (vil) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for created the sale of the SecuritiesShare Reserve. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (viiiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. (viiiiv) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither . Trading in the Common Shares shall not have been suspended by the SEC, TSXV or the Nasdaq Capital Market, the Company nor shall not have received any final and non-appealable notice that the listing or quotation of its Subsidiaries has filed for and/or is subject to any bankruptcythe Common Shares on the Nasdaq Capital Market or TSXV shall be terminated on a date certain, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to there shall not have been filed imposed any suspension of electronic trading or settlement services by DTC with respect to the Common Shares that is continuing, and the Company with the Commission pursuant shall not have received any notice from DTC to the reporting requirements effect that a suspension of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) electronic trading or 15(d) of the 1934 Act, shall have been filed settlement services by DTC with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered respect to the Investor such other documents, instruments Common Shares is being imposed or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requestis contemplated.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note and the Warrant at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor this Agreement, the Registration Rights Agreement and each of the other Transaction Documents to which it is a party party, including, without limitation, the Note in the original principal amount of $500,000, duly executed on behalf of the Company and registered in the name of the Investor or its designee, and the Company shall have Warrant, duly executed on behalf of the Company and delivered to registered in the name of the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreementor its designee. (ii) The Investor Company shall have received delivered to the opinions Investor a certificate evidencing the good standing of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated Company issued by the Department of State of the State of Florida as of a date within ten (10) days prior to the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form reasonably acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the Signing Resolutions resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to the Investor, together with a copy of Investor and (ii) the Signing Resolutions signed by each member of the Company's board of directorsCharter and Bylaws. (viv) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as effect. (v) The Company shall have delivered to such other matters as may be reasonably requested by the Investor in a letter from the form acceptable Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the InvestorClosing. (vi) The Common Stock (A) shall be listed on the Principal Market and (B) at any time from the date hereof to the Closing Date, shall not have been suspended by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (vii) At any time from the date hereof to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Investor, makes it impracticable or inadvisable to purchase the Note and the Warrant at the Closing. (viii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (viiix) No statute, rule, regulation, executive order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated promulgated, threatened or endorsed by any court or governmental authority of competent jurisdiction that which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents. (viiix) No action, suit or proceeding before any arbitrator or any court or governmental authority shall have been commenced or threatened, and no inquiry or investigation by any governmental authority shall have been commenced or threatened, against the Company or any Subsidiary, or any of the officers, directors or affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions. (xi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixxii) Neither All of the Company nor any Conversion Shares that may be issued upon the full conversion of its Subsidiaries has filed for and/or is subject the Note, without regard to any bankruptcylimitations on conversion set forth in the Note, insolvencyand all of the Warrant Shares that may be issued upon the full exercise of the Warrant, reorganization or liquidation proceedings or other proceedings without regard to any limitations on exercise set forth in the Warrant, in each case shall have been approved for relief under any bankruptcy law or any law for listing on the relief Principal Market as of debtors instituted by or against the CompanyClosing Date, subject only to notice of issuance. (xxiii) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission SEC pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission SEC under the 1934 Act. (xixiv) No condition, occurrence, state of facts or event that would constitute an Event of Default (as such term is defined in the Note) shall exist on the date of this Agreement or on the Closing Date. (xv) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Promissory Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company Company, and each Subsidiary (the Company’s Transfer Agent as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iiib) The Company Common Stock shall be authorized for quotation or trading on the Primary Market, and trading in the Common Stock shall not have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Datebeen suspended for any reason. (ivc) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company representations and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vid) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments the Promissory Note. (e) The Company shall have created the Share Reserve and issued the 125,000 commitment shares. (f) The Common Stock shall be authorized for quotation or certificates relating trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (g) The representations and warranties of the Company shall be true and correct in all material respects (except to the transactions contemplated by this Agreement extent that any of such representations and warranties is already qualified as to materiality in Section 5 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the Investor or its counsel may reasonably requestdate when made as though made at that time (except for representations and warranties that speak as of a specific date).

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note and the Warrants at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor this Agreement, the Registration Rights Agreement and each of the other Transaction Documents to which it is a party party, including, without limitation, the Note in the original principal amount of $1,100,000, duly executed on behalf of the Company and registered in the name of the Investor or its designee, and the Company shall have Warrants to initially purchase an aggregate of up to 785,715 Warrant Shares, duly executed on behalf of the Company and delivered to registered in the name of the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreementor its designee. (ii) The Investor shall have received the opinions opinion of Xxxxxx & Xxxxxx LLP___________________, the Company's U.S. and Xxxxxxxx Islands ’s counsel, dated as of the Closing Date, in the forms form acceptable to such the Investor. (iii) The Company shall have delivered to the Investor a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to the Investor, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen ten (1510) days prior to the Closing Date. (v) The Company shall have delivered to the Investor a certificate evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days prior to the Closing Date. (vi) The Company shall have delivered to the Investor a certified copy of the Charter as certified by the Secretary of State of the State of Nevada within ten (10) days of the Closing Date. (ivvii) The Company shall have delivered to such the Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the Signing Resolutions resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to the Investor, together with a copy of Investor and (ii) the Signing Resolutions signed by each member of the Company's board of directorsBylaws. (vviii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (viix) The Company shall have delivered to the Investor a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (x) The Common Stock (A) shall be listed or quoted on the Principal Market and (B) at any time from the date hereof to the Closing Date, shall not have been suspended by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements, if any, of the Principal Market. (xi) At any time from the date hereof to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Investor, makes it impracticable or inadvisable to purchase the Note and the Warrants at the Closing. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the SecuritiesNote, the Warrants, the Conversion Shares and the Warrant Shares, including without limitation, those required by the Principal Market (if any). (viixiii) No statute, rule, regulation, executive order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated promulgated, threatened or endorsed by any court or governmental authority of competent jurisdiction that which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents. (viiixiv) No action, suit or proceeding before any arbitrator or any court or governmental authority shall have been commenced or threatened, and no inquiry or investigation by any governmental authority shall have been commenced or threatened, against the Company or any Subsidiary, or any of the officers, directors or affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions. (xv) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixxvi) Neither All of the Company nor any Conversion Shares that may be issued upon the full conversion of its Subsidiaries has filed for and/or is subject the Note, without regard to any bankruptcylimitations on conversion set forth in the Note, insolvencyand all of the Warrant Shares that may be issued upon the full exercise of all of the Warrants, reorganization or liquidation proceedings or other proceedings without regard to any limitations on exercise set forth in the Warrants, in each case shall have been approved for relief under any bankruptcy law or any law for listing on the relief Principal Market as of debtors instituted the Closing Date (to the extent such approval is required by or against the CompanyPrincipal Market), subject only to notice of issuance. (xxvii) All Except as set forth on Schedule 3(k), all reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission SEC pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed by the Company with the Commission SEC under the 1934 Act. (xixviii) No condition, occurrence, state of facts or event that would constitute an Event of Default (as such term is defined in the Note) shall exist on the date of this Agreement or on the Closing Date. (xix) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request. (b) If the Investor shall have timely delivered to the Company the notice of its election to purchase the Additional Note and the Additional Warrants in accordance with the first sentence of Section 1(b), the obligation of the Investor hereunder to purchase the Additional Note and the Additional Warrants at the Additional Closing is subject to the satisfaction, on or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to the Investor the Additional Note in the original principal amount of $1,100,000, duly executed on behalf of the Company and registered in the name of the Investor or its designee, and the Additional Warrants to initially purchase an aggregate of up to 785,715 Additional Warrant Shares, duly executed on behalf of the Company and registered in the name of the Investor or its designee. (ii) The Investor shall have received the opinion of _____________________, the Company’s counsel, dated as of the Additional Closing Date, in the form acceptable to the Investor. (iii) The Company shall have delivered to the Investor a copy of the Additional Irrevocable Transfer Agent Instructions, in the form acceptable to the Investor, with respect to the Additional Note, the Additional Conversion Shares issuable upon conversion of the Additional Note, the Additional Warrants and the Additional Warrant Shares issuable upon exercise of the Additional Warrants, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days prior to the Additional Closing Date. (v) The Company shall have delivered to the Investor a certificate evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days prior to the Additional Closing Date. (vi) The Company shall have delivered to the Investor a certified copy of the Charter as certified by the Secretary of State of the State of Nevada within ten (10) days of the Additional Closing Date. (vii) The Company shall have delivered to the Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to the Investor and (ii) the Bylaws. (viii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (ix) The Company shall have delivered to the Investor a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Additional Closing Date immediately prior to the Additional Closing. (x) The Common Stock (A) shall be listed or quoted on the Principal Market and (B) at any time from the date hereof to the Additional Closing Date, shall not have been suspended by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements, if any, of the Principal Market. (xi) At any time from the date hereof to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Investor, makes it impracticable or inadvisable to purchase the Additional Note and the Additional Warrants at the Additional Closing. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Additional Note, the Additional Warrants, the Additional Conversion Shares and the Additional Warrant Shares, including without limitation, those required by the Principal Market (if any). (xiii) No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents. (xiv) No action, suit or proceeding before any arbitrator or any court or governmental authority shall have been commenced or threatened, and no inquiry or investigation by any governmental authority shall have been commenced or threatened, against the Company or any Subsidiary, or any of the officers, directors or affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions. (xv) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (xvi) All of the Additional Conversion Shares that may be issued upon the full conversion of the Additional Note, without regard to any limitations on conversion set forth in the Additional Note, and all of the Additional Warrant Shares that may be issued upon the full exercise of all of the Additional Warrants, without regard to any limitations on exercise set forth in the Additional Warrants, in each case shall have been approved for listing on the Principal Market as of the Additional Closing Date (to the extent such approval is required by the Principal Market), subject only to notice of issuance. (xvii) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) of the 1934 Act, shall have been filed by the Company with the SEC under the 1934 Act. (xviii) No condition, occurrence, state of facts or event that would constitute an Event of Default (as such term is defined in the Additional Note) shall exist on the Additional Closing Date. (xix) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Promissory Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company Company, and each Subsidiary (the Company’s Transfer Agent, as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iiib) The Company Common Stock shall be authorized for quotation or trading on the Primary Market, and trading in the Common Stock shall not have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Datebeen suspended for any reason. (ivc) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company representations and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vid) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments the Promissory Note. (e) The Company shall have created the Share Reserve and issued the fifteen million five hundred thousand (15,500,000) commitment shares.[2] (f) The Common Stock shall be authorized for quotation or certificates relating trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (g) The representations and warranties of the Company shall be true and correct in all material respects (except to the transactions contemplated by this Agreement extent that any of such representations and warranties is already qualified as to materiality in Section 5 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the Investor or its counsel may reasonably requestdate when made as though made at that time (except for representations and warranties that speak as of a specific date).

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Securities from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor's sole ’s respective benefit and may be waived by the any Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) 7.1 The Company will have executed this Agreement, the Registration Rights Agreement and each Subsidiary (as the case may be) shall Warrants and will have duly executed and delivered those Agreements to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) 7.2 The Investor Investors shall have received the opinions an opinion of Xxxxxx counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxxx LLPXxxxx, counsel to the Company's U.S. , reasonably acceptable to Investors and Xxxxxxxx Islands their counsel, dated . 7.3 Each of the representations and warranties of the Company qualified by materiality must be true and correct in all respects as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall representations and warranties must be true and correct as of such date) and each of the representations and warranties of the Company not qualified by materiality must be true and correct in all material respects as of the Closing as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated Company certifying as of the Closing Date, to the foregoing effect matters in contained in this Section 7.3 and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Investor in the form acceptable Company’s Certificate of Incorporation, Bylaws, Board of Directors’ resolutions relating to the Investortransactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing. (vi) The Company shall have obtained all governmental7.4 No litigation, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents. (viii) No event Registration Rights Agreement or series of events shall the Warrants and which could, individually or in the aggregate, have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither 7.5 Trading and listing of the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization Common Stock on Nasdaq must not have been suspended by the SEC or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the CompanyNasdaq. (x) All reports7.6 Irrevocable transfer agent instructions, schedulesin form and substance satisfactory to the Investors, registrations, forms, statements, information and other documents required to will have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requestCompany’s transfer agent.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Convertible Debenture at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company Company, and each Subsidiary (the Company’s Transfer Agent as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) The Investor Common Stock shall have received be authorized for quotation or trading on the opinions of Xxxxxx & Xxxxxx LLPPrimary Market, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, trading in the forms acceptable to such InvestorCommon Stock shall not have been suspended for any reason. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation representations and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. . (iv) The Investor Company shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, and delivered to the foregoing effect and as Investor the Convertible Debenture. (v) The Company shall have provided to such other matters as may be reasonably requested by the Investor an executed Officer’s Certificate in the a form acceptable satisfactory to the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents provided to the Investor a true copy of a certificate of good standing evidencing the formation and approvals, if any, necessary for the sale good standing of the SecuritiesCompany from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the Closing Date. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacteddelivered to the Investor a certificate, entered, promulgated or endorsed executed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any an officer of the transactions contemplated Company in a form satisfactory to the Investor and dated as of the Closing Date, as to (i) the Company’s Articles of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as adopted by the Transaction DocumentsCompany’s and its Subsidiaries’ Board of Directors in a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good Standing, each as in effect at the Closing. (viii) No event or series of events The Company shall have occurred that reasonably would have or result in a Material Adverse Effectcreated the Share Reserve. (ix) Neither The Company’s controlling stockholder shall have provided the Company nor any Investor a written agreement acknowledging his agreement to not sell, transfer or otherwise dispose of its Subsidiaries has filed for and/or is subject his controlling block of shares including but not limited to any bankruptcypreferred shares, insolvencyor issue, reorganization assign, grant or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief otherwise transfer such voting rights associated with such block of debtors instituted by or against the Companyshares. (x) All reportsThe Company’s controlling stockholder shall have provided the Investor a written agreement acknowledging his agreement to not accept any payments in cash, schedulesshares of Common Stock, registrations, forms, statements, information and other documents required securities or otherwise of any debts or obligations of any kind owed to have been filed him by the Company with the Commission pursuant to the reporting requirements of the 1934 ActCompany, including all material required to have been filed pursuant to except as provided in Section 13(a) or 15(d) of the 1934 Act4(h), shall have been filed with the Commission under the 1934 Actabove. (xi) The Company and shall be current in all of its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requestOTC Markets filings.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Convertible Debenture at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company Company, and each Subsidiary (the Company’s Transfer Agent as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iiib) The Company Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Datebeen suspended for any reason. (ivc) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company representations and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 4 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. . (d) The Company shall have executed and delivered to the Investor the Convertible Debenture. (e) The Investor shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor. (f) The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor. (g) The Company shall have provided Investor a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the Closing Date. (h) The Company shall have delivered to the Investor a certificate, executed by the Chief Executive Officer an officer of the Company, Company in a form satisfactory to the Investor and dated as of the Closing Date, to the foregoing effect and as to such other matters (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as may be reasonably requested adopted by the Investor Company’s Board of Directors in the a form reasonably acceptable to the Investor., (iv) the Company’s Certificate of Good, each as in effect at the Closing, (vii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for created the sale of the SecuritiesShare Reserve. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Convertible Debenture at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company Company, and each Subsidiary (the Company’s Transfer Agent, as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) The Investor Common Stock shall have received be authorized for quotation or trading on the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. Primary Market and Xxxxxxxx Islands counsel, dated as of the Closing Date, trading in the forms acceptable to such InvestorCommon Stock shall not have been suspended for any reason. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation representations and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 First Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. . (iv) The Company shall have executed and delivered to the Investor the First Convertible Debenture. (v) The Investor shall have received a certificate, executed by the Chief Executive Officer an opinion of the Company, dated as of the Closing Date, counsel from counsel to the foregoing effect and as Company in a form satisfactory to such other matters as may be reasonably requested by the Investor which shall include but not be limited to whether the Company is an issuer defined as a “Shell Company,” as defined in the form acceptable to the Investorparagraph (i)(1)(i) of Rule 144 or has been at any time previously an issuer defined as a “Shell Company.” (vi) The Company shall have obtained all governmentaldelivered to the Investor a certificate, regulatory or third party consents and approvals, if any, necessary for the sale executed by an officer of the SecuritiesCompany in a form satisfactory to the Investor and dated as of the Closing Date, as to (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as adopted by the Company’s Board of Directors in a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the First Closing. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by any court or governmental authority provided Investor a true copy of competent jurisdiction that prohibits a certificate of good standing evidencing the consummation of any formation and good standing of the transactions contemplated by Company from the Transaction Documentssecretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the Closing Date. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries transfer agent shall have delivered to created the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requestShare Reserve.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor Investors hereunder to purchase the Note Series A Stock at the Closing Closing(s) is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the each Investor's ’s sole benefit and may be waived by the that Investor at any time in its the Investor’s sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) 8.1. The Company shall have executed the Transaction Documents and delivered the same to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing DateInvestors. (iv) 8.2. The Company Common Stock shall have delivered to such Investor a certificate, be authorized for quotation on the OTCBB and trading in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directorsCommon Stock shall not have been suspended for any reason. (v) Each 8.3. The representations and every representation and warranty 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 qualified herein as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Document to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The If requested by the Investor, the Investor shall have received a certificate, executed by the Chief Executive Officer President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vi) 8.4. The Company shall have obtained delivered to the Investors the Series A Stock in the respective amounts set forth opposite each Investors name on Schedule 1 attached hereto. 8.5. The Company shall have delivered to the Investors a certificate of good standing from the Delaware Secretary of State. 8.6. The Company shall have reserved out shares of Common Stock to effect the conversion of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the SecuritiesConversion Shares then outstanding. (vii) 8.7. No statuteEvents of Default past any applicable cure period, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by occurred under the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) 8.8. The Company and its Subsidiaries shall have delivered deliver to the Investor such other documentsa board resolution stating that all management, instruments or certificates relating to director and officers have authorized the transactions contemplated by Debt Conversion Agreement and this Agreement as the Investor or its counsel may reasonably requestAgreement.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase for cash, the Note Purchased Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor (i) each of the Transaction Documents to which it is a party and (ii) the Company shall have duly executed and delivered to Notes (for the account of the Investor the Note as such Investor shall instruct) being purchased for cash by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iiib) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the InvestorCompany, executed by the Secretary Chief Executive Officer or Chief Financial Officer of the Company and Company, dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by effect that the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each representations and every representation and warranty warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) ), and the Company shall have performed, satisfied satisfied, and complied in all respects with the covenants, agreements agreements, and conditions required by the Transaction Documents to be performed, satisfied satisfied, or complied with by the Company at or prior to the Closing Date. . (c) The Investor Company shall have received delivered to the Investor a certificatecertificate of the Company, dated the Closing Date, executed by the Chief Executive Officer secretary of the Company certifying in such capacity and on behalf of the Company (i) as to the incumbency and signature of the officer of the Company who executed any of the Transaction Documents; and (ii) as to the adoption of resolutions of the board of directors of the Company which are in full force and effect on the Closing Date, authorizing (x) the execution and delivery of the Transaction Documents and (y) the performance of the obligations of the Company. (d) The Company shall have obtained Committee on Uniform Securities Identification Procedures numbers (“CUSIP numbers”) for each of the Purchased Notes. On the Closing Date, the Purchased Notes shall be eligible for deposit at DTC and for DTC book-entry services. (e) The Purchased Notes, as of the Closing Date, satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act. (f) The Company shall have delivered to the Investor the opinion of Xxxxxxxxx Xxxxxxx, LLP, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in substantially the form acceptable to the Investorof Exhibit B attached hereto. (vig) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note First Convertible Debenture at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company Company, and each Subsidiary (the Company’s Transfer Agent, as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) The Investor Common Stock shall have received be authorized for quotation or trading on the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. Primary Market and Xxxxxxxx Islands counsel, dated as of the Closing Date, trading in the forms acceptable to such InvestorCommon Stock shall not have been suspended for any reason. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation representations and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 First Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. . (iv) The Company shall have executed and delivered to the Investor the First Convertible Debenture and the Warrant. (v) The Investor shall have received a certificate, executed by the Chief Executive Officer an opinion of the Company, dated as of the Closing Date, counsel from counsel to the foregoing effect and as to such other matters as may be reasonably requested by the Investor Company in the a form acceptable satisfactory to the Investor, which shall include but not be limited to whether the Company is an issuer defined as a “Shell Company,” as defined in paragraph (i)(1)(i) of Rule 144 or has been at any time previously an issuer defined as a “Shell Company.” (vi) The Company shall have obtained all governmentaldelivered to the Investor a certificate, regulatory or third party consents and approvals, if any, necessary for the sale executed by an officer of the SecuritiesCompany in a form satisfactory to the Investor and dated as of the First Closing Date, as to (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as adopted by the Company’s Board of Directors in a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the Closing. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by any court or governmental authority provided Investor a true copy of competent jurisdiction that prohibits a certificate of good standing evidencing the consummation of any formation and good standing of the transactions contemplated by Company from the Transaction Documentssecretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the First Closing Date. (viii) No event or series of events The Company and its transfer agent shall have occurred that reasonably would have or result in a Material Adverse Effectcreated the Share Reserve. (ixb) Neither The obligation of the Company nor any of its Subsidiaries has filed for and/or Investor hereunder to purchase the Second Convertible Debenture at the Second Closing is subject to any bankruptcythe satisfaction, insolvencyat or before the Second Closing Date, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law of each of the following conditions, provided that these conditions are for the relief of debtors instituted Investor’s sole benefit and may be waived by or against the Company.Investor at any time in its sole discretion: (xi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, The Registration Statement shall have been filed with the Commission under SEC as required by the 1934 ActRegistration Rights Agreement. (xiii) The Common Stock shall be authorized for quotation or trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (iii) 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 5 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 Second 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 in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. (iv) The Company and its Subsidiaries shall have executed and delivered to the Investor such other documents, instruments or certificates relating the Second Convertible Debenture. (v) The Company shall have provided to the transactions contemplated Investor an executed Officer’s Certificate in a form satisfactory to the Investor. (c) The obligation of the Investor hereunder to purchase the Third Convertible Debenture at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion: (i) The Registration Statement shall have been declared effective by the SEC as required by the Registration Rights Agreement. (ii) The Common Stock shall be authorized for quotation or trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (iii) 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 5 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 Third 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 in all material respects with the covenants, agreements and conditions required by this Agreement as to be performed, satisfied or complied with by the Company at or prior to the Third Closing Date. (iv) The Company shall have executed and delivered to the Investor or its counsel may reasonably requestthe Third Convertible Debenture. (v) The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note First Convertible Debenture at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company Company, and each Subsidiary (the Company’s Transfer Agent as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) The Investor Common Stock shall have received be authorized for quotation or trading on the opinions of Xxxxxx & Xxxxxx LLPPrimary Market, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, trading in the forms acceptable to such InvestorCommon Stock shall not have been suspended for any reason. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation representations and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 First Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. . (iv) The Company shall have executed and delivered to the Investor the First Convertible Debenture. (v) The Investor shall have received an opinion of counsel from co-counsel to the Company in a form satisfactory to the Investor, as to whether the Company is an issuer defined as a “Shell Company,” as defined in paragraph (i)(1)(i) of Rule 144 or has been at any time previously an issuer defined as a “Shell Company.” (vi) The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor. (vii) The Company shall have provided to the Investor a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the First Closing Date. (viii) The Company shall have delivered to the Investor a certificate, executed by an officer of the Chief Executive Officer Company in a form satisfactory to the Investor and dated as of the First Closing Date, as to (i) the Company’s Articles of Incorporation, (ii) the Bylaws of the Company, dated (iii) the resolutions as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested adopted by the Investor Company’s and its Subsidiaries’ Board of Directors in the a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good Standing, each as in effect at the First Closing. (ix) The Company shall have created the Share Reserve. (x) The Company’s controlling stockholder shall have provided the Investor a written agreement acknowledging his agreement to not sell, transfer or otherwise dispose of his controlling block of shares including but not limited to preferred shares, or issue, assign, grant or otherwise transfer such voting rights associated with such block of shares. (xi) The Company’s controlling stockholder shall have provided the Investor a written agreement acknowledging his agreement to vote in favor of any reverse stock split triggered under the Transaction Documents. (xii) The Company’s controlling stockholder shall have provided the Investor a written agreement acknowledging his agreement to not accept any payments in cash, shares of Common Stock, securities or otherwise of any debts or obligations of any kind owed to him by the Company, except as provided in Section 4(h), above. (xiii) The Company shall be current in all of its OTC Markets filings. (b) The obligation of the Investor hereunder to purchase the Second Convertible Debenture at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The Company shall have filed the Registration Statement with the SEC. (ii) The Investor shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor. (iii) The Common Stock shall be authorized for quotation or trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (iv) 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 5 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 Second 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 in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. (v) The Company shall have executed and delivered to the Investor the Second Convertible Debenture. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for provided to the sale of Investor an executed Officer’s Certificate in a form satisfactory to the SecuritiesInvestor. (vii) No statuteThe Company shall be current in all of its OTC Markets filings. (c) The obligation of the Investor hereunder to purchase the Third Convertible Debenture at the Third Closing is subject to the satisfaction, ruleat or before the Third Closing Date, regulation, executive order, decree, ruling or injunction of each of the following conditions: (i) The SEC shall have declared the Registration Statement effective. (ii) The Company shall have increased its authorized shares of Common Stock to at least 1,500,000,000. (iii) The Common Stock shall be authorized for quotation or trading on the Primary Market and trading in the Common Stock shall not have been enacted, entered, promulgated or endorsed by suspended for any court or governmental authority reason. (iv) The representations and warranties of competent jurisdiction the Company shall be true and correct in all material respects (except to the extent that prohibits the consummation of any of such representations and warranties is already qualified as to materiality in Section 5 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the transactions contemplated date when made and as of the Third 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 in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Transaction DocumentsCompany at or prior to the Third Closing Date. (v) The Company shall have executed and delivered to the Investor the Third Convertible Debenture. (vi) The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor. (vii) The shares of the Company’s Common Stock shall be trading at a price per share of $0.03 or greater, as quoted by Bloomberg, LP (through its “Volume at Price” function). (viii) No event or series of events The Company shall have occurred that reasonably would have or result be current in a Material Adverse Effect. (ix) Neither the Company nor any all of its Subsidiaries has filed for and/or is subject to any bankruptcySEC and OTC Markets filings (including, insolvencywithout limitation, reorganization or liquidation proceedings or other proceedings for relief all filings required under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Exchange Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Actwhich include Forms 10-Q, shall have been filed with the Commission under the 1934 Act10-K, and 8-K). (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its the Investor’s sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement, and the Company shall have caused the Transfer Agent to credit the Securities to the Investor’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system. (iib) The Investor shall have received the opinions form of Xxxxxx & Xxxxxx LLP, legal opinion and negative assurances letter of the Company's U.S. and Xxxxxxxx Islands ’s counsel, dated as of the Closing Date, in the forms a form reasonably acceptable to such Investorthe Investor to be delivered by the Company’s counsel. (iiic) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing fully executed copy of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificatetransfer agent instructions, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy which instructions shall have been previously delivered to and acknowledged in writing by the Transfer Agent for the issuance of the Signing Resolutions signed by each member of Securities, and the Company's board of directorsInvestor shall have received the Securities. (vd) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vie) The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (f) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (viig) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. (viiih) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixi) Neither The Company shall have obtained approval of the Company nor any Principal Market to list (subject only to official notice of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for issuance) the relief of debtors instituted by or against the CompanySecurities. (xj) All reportsThe Investor shall have received a letter on the letterhead of the Company, schedules, registrations, forms, statements, information and other documents required to have been filed duly executed by the Company with the Commission pursuant to the reporting requirements Chief Executive Officer of the 1934 ActCompany, including all material required to have been filed pursuant to Section 13(a) or 15(d) setting forth the wire transfer instructions of the 1934 Act, shall have been filed with Company (the Commission under the 1934 Act“Flow of Funds Letter”). (xik) The Company shall have delivered to the Investor the Prospectus Supplement. (l) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities. (m) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions opinion of Xxxxxx & Sichenzia Rxxx Xxxxxxx Xxxxxx LLP, the Company's ’s U.S. and Xxxxxxxx counsel, dated as of the Closing Date, in the form acceptable to such Investor. (iii) The Investor shall have received the opinion of Rxxxxx & Sxxxxxx P.C., the Company’s Mxxxxxxx Islands counsel, dated as of the Closing Date, in the forms form acceptable to such Investor. (iiiiv) The Company shall have delivered to the Investor a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to the Investor. (v) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (ivvi) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's ’s board of directors. (vvii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (viviii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (viiix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiix) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixxi) Neither Trading in the Common Shares shall not have been suspended by the SEC or the Principal Market, the Company nor shall not have received any final and non-appealable notice that the listing or quotation of its Subsidiaries has filed for and/or the Common Shares on the Principal Market shall be terminated on a date certain, there shall not have been imposed any suspension of electronic trading or settlement services by DTC with respect to the Common Shares that is subject continuing, and the Company shall not have received any notice from DTC to any bankruptcy, insolvency, reorganization the effect that a suspension of electronic trading or liquidation proceedings settlement services by DTC with respect to the Common Shares is being imposed or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Companyis contemplated. (xxii) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xixiii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Convertible Notes and Warrants from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor's sole ’s respective benefit and may be waived by the any Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) 7.1 The Company will have executed this Agreement and the Registration Rights Agreement and each Subsidiary (as the case may be) shall such Agreement will have duly executed and been delivered to the Investor each Investor. 7.2 The Company will have delivered to the Investors duly executed Convertible Notes and duly executed Warrants in the amounts specified in Sections 1.1 and 1.4 hereof. 7.3 The stockholders of the Transaction Documents to which it is a party and the Company shall have duly executed the Stockholder Pledge Agreement and delivered original stock certificates evidencing the pledged shares, together with blank stock powers, to the Investors. 7.4 The Company and Tsining shall have executed and delivered the Intercompany Loan Agreement and related Power of Attorney, the Mortgage, and the Collateral Assignment and delivered a copy, certified by an officer of the Company, to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestors. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) 7.5 The Company shall have delivered the original title certificates for the Real Estate to the Investor a certificate evidencing the formation Collateral Agent. 7.6 The representations and good standing warranties of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, must be true and correct in the form acceptable to the Investor, executed by the Secretary of the Company and dated all material respects as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated Company certifying as of the Closing Date, to the foregoing effect matters in contained in this Section 7.6 and Section 7.11 and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Investor in the form acceptable Company’s Articles of Incorporation, By-laws, Board of Directors’ resolutions relating to the Investortransactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing. (vi) The Company shall have obtained all governmental7.7 No litigation, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. (viii) No event 7.8 Trading and listing of the Common Stock on the OTCBB must not have been suspended by the SEC or series the OTCBB, nor shall OTCBB have notified the Company of events shall have occurred that reasonably would have or result in a Material Adverse Effectany failure of the Company to meet any of the continued listing standards. (ix) Neither the Company nor any 7.9 The Investors will have received an optinion of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company.'s counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Investors and in substantially the form attached hereto as Exhibit F. (x) All reports7.10 The Irrevocable Transfer Agent Instructions, schedules, registrations, forms, statements, information in form and other documents required to substance substantially like the form attached hereto as Exhibit E will have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor Company’s transfer agent and acknowledged in writing by such other documentstransfer agent. 7.11 There shall exist at the time of Closing no condition or event which would constitute an Event of Default (as hereinafter defined) or which, instruments after notice or certificates relating to the transactions contemplated by this Agreement as the Investor lapse of time or its counsel may reasonably requestboth, would constitute an Event of Default.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Securities from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the Investor's sole ’s benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) 7.1 The Company and each Subsidiary (as will have executed this Agreement, the case may be) shall have duly executed and delivered to Registration Rights Agreement, the Investor each of the Transaction Documents to which it is a party Warrant and the Company shall License Agreement and will have duly executed and delivered those Agreements to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) The 7.2 Investor shall have received the opinions an opinion of Xxxxxx counsel from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxxx LLPXxxxx, counsel to the Company's U.S. , reasonably acceptable to Investor and Xxxxxxxx Islands its counsel, dated . 7.3 Each of the representations and warranties of the Company qualified by materiality must be true and correct in all respects as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall representations and warranties must be true and correct as of such date) and each of the representations and warranties of the Company not qualified by materiality must be true and correct in all material respects as of the Closing as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated Company certifying as of the Closing Date, to the foregoing effect matters in contained in this Section 7.3 and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Investor in the form acceptable Company’s Certificate of Incorporation, Bylaws, Board of Directors’ resolutions relating to the Investortransactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing. (vi) The Company shall have obtained all governmental7.4 No litigation, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement, the Transaction Documents. (viii) No event Registration Rights Agreement or series of events shall the Warrant and which could, individually or in the aggregate, have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither 7.5 Trading and listing of the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization Common Stock on Nasdaq must not have been suspended by the SEC or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the CompanyNasdaq. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, 7.6 Investor shall have been filed with received certificates representing the Commission under Common Shares and the 1934 ActWarrant. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions opinion of Xxxxxx & Xxxxxx Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, the Company's ’s U.S. and counsel, dated as of the Closing Date, in the form acceptable to such Investor. (iii) The Investor shall have received the opinion of Xxxxxx & Xxxxxxx P.C., the Company’s Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms form acceptable to such Investor. (iiiiv) The Company shall have delivered to the Investor a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to the Investor. (v) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen ten (1510) days of the Closing Date. (ivvi) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's ’s board of directors. (vvii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (viviii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, except NASDAQ Approval, for which the Company shall have submitted the necessary application for approval as of the date hereof. The Company shall have submitted the listing of additional shares request for approval of the Principal Market to list the Conversion Shares (without taking into account any limitations on the conversion of the Note set forth therein) and the Interest Shares (subject to official notice of issuance). (viiix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiix) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixxi) Neither Trading in the Common Stock shall not have been suspended by the SEC or the Principal Market, the Company nor shall not have received any final and non-appealable notice that the listing or quotation of its Subsidiaries has filed for and/or the Common Stock on the Principal Market shall be terminated on a date certain, there shall not have been imposed any suspension of electronic trading or settlement services by DTC with respect to the Common Stock that is subject continuing, and the Company shall not have received any notice from DTC to any bankruptcy, insolvency, reorganization the effect that a suspension of electronic trading or liquidation proceedings settlement services by DTC with respect to the Common Stock is being imposed or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Companyis contemplated. (xxii) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xixiii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase for cash, the Note Purchased Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor (i) each of the Transaction Documents to which it is a party and (ii) the Company shall have duly executed and delivered to Notes (for the account of the Investor the Note as such Investor shall instruct) being purchased for cash by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iiib) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the InvestorCompany, executed by the Secretary Chief Executive Officer or Chief Financial Officer of the Company and Company, dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by effect that the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each representations and every representation and warranty warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) ), and the Company shall have performed, satisfied satisfied, and complied in all respects with the covenants, agreements agreements, and conditions required by the Transaction Documents to be performed, satisfied satisfied, or complied with by the Company at or prior to the Closing Date. . (c) The Investor Company shall have received delivered to the Investor a certificatecertificate of the Company, dated the Closing Date, executed by the Chief Executive Officer secretary of the Company certifying in such capacity and on behalf of the Company (i) as to the incumbency and signature of the officer of the Company who executed any of the Transaction Documents; and (ii) as to the adoption of resolutions of the board of directors of the Company which are in full force and effect on the Closing Date, authorizing (x) the execution and delivery of the Transaction Documents and (y) the performance of the obligations of the Company. (d) The Company shall have obtained Committee on Uniform Securities Identification Procedures numbers (“CUSIP numbers”) for each of the Purchased Notes. On the Closing Date, the Purchased Notes shall be eligible for deposit at DTC and for DTC book-entry services. (e) The Purchased Notes, as of the Closing Date, satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act. (f) The Company shall have delivered to the Investor the opinion of Xxxxxxxxx Traurig, LLP, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in substantially the form acceptable to the Investorof Exhibit B attached hereto. (vig) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Convertible Debenture at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company and each Subsidiary (as the case may be) shall have duly executed consummated its merger and delivered to acquisition with Interlock Concepts and Xxxxxx Solutions Group (the Investor each of the Transaction Documents to which it is a party “Merger Transaction”) and the Company shall have duly executed obtained all required consents and delivered to approvals for the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementMerger Transaction. (ii) The Investor Company shall have received provided to the opinions of Xxxxxx & Xxxxxx LLP, Investor the Company's U.S. consolidated and Xxxxxxxx Islands counsel, dated as of audited financial statements in connection with the Closing Date, in the forms acceptable to such InvestorMerger Transaction. (iii) The Company shall have delivered to filed with the Investor a certificate evidencing SEC its consolidated audited financial statements in connection with the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing DateMerger Transaction. (iv) The Company Company, and the Company’s Transfer Agent, as applicable, shall have executed the Transaction Documents and delivered to such Investor a certificate, in the form acceptable same to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each The Common Stock shall be authorized for quotation or trading on the Primary Market and every representation trading in the Common Stock shall not have been suspended for any reason. (vi) The representations and warranty 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 5 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. . (vii) The Company shall have executed and delivered to the Investor the Convertible Debenture. (viii) The Investor shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor. (ix) The Company shall have delivered to the Investor a certificate, executed by the Chief Executive Officer an officer of the Company, Company in a form satisfactory to the Investor and dated as of the Closing Date, to the foregoing effect and as to such other matters (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as may be reasonably requested adopted by the Investor Company's Board of Directors in the a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the Closing. (vix) The Company shall have obtained all governmental, regulatory or third party consents provided Investor a true copy of a certificate of good standing evidencing the formation and approvals, if any, necessary for the sale good standing of the Securities. Company from the secretary of state (viior comparable office) No statutefrom the jurisdiction in which the Company is incorporated, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority as of competent jurisdiction that prohibits the consummation of any a date within 10 days of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 ActClosing Date. (xi) The Company and its Subsidiaries transfer agent shall have delivered to created the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requestShare Reserve.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Convertible Debenture at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) The Investor Company shall have received issued the opinions of Xxxxxx & Xxxxxx LLP, Warrant to the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Datebeen suspended for any reason. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company representations and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 4 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. . (v) The Company shall have executed and delivered to the Investor the Convertible Debenture. (vi) The Investor shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor which shall include but not be limited to whether the Company is an issuer defined as a “Shell Company,” as defined in paragraph (i)(1)(i) of Rule 144 or has been at any time previously an issuer defined as a “Shell Company.” (vii) The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor. (viii) The Company shall have provided Investor a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the Closing Date. (ix) The Company shall have delivered to the Investor a certificate, executed by the Chief Executive Officer an officer of the Company, Company in a form satisfactory to the Investor and dated as of the Closing Date, to the foregoing effect and as to such other matters (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as may be reasonably requested adopted by the Investor Company's Board of Directors in the a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the Closing. (vix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for undertaken to create the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 ActShare Reserve. (xi) The Company and its Subsidiaries shall have delivered to filed its form 10-K for the Investor such other documentsfiscal year ended December 31, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request2020.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Convertible Debenture and Warrant at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company Company, and each Subsidiary (the Company’s Transfer Agent as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iiib) The Company Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Datebeen suspended for any reason. (ivc) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company representations and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 4 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. . (d) The Company shall have executed and delivered to the Investor the Convertible Debenture. (e) The Investor shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor. (f) The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor. (g) The Company shall have provided Investor a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the Closing Date. (h) The Company shall have delivered to the Investor a certificate, executed by the Chief Executive Officer an officer of the Company, Company in a form satisfactory to the Investor and dated as of the Closing Date, to the foregoing effect and as to such other matters (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as may be reasonably requested adopted by the Investor Company's Board of Directors in the a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the Closing. (vii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for created the sale of the SecuritiesShare Reserve. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xij) The Company and its Subsidiaries shall have delivered to the Investor such other documentsfiled its consolidated financial statements in connection with its merger with GRCR Partners, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.Inc.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note First Convertible Debenture at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) The Investor Company shall have received issued the opinions of Xxxxxx & Xxxxxx LLP, First Closing Warrant to the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Datebeen suspended for any reason. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company representations and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 4 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 First Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. . (v) The Company shall have executed and delivered to the Investor the First Convertible Debenture. (vi) The Investor shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor which shall include but not be limited to whether the Company is an issuer defined as a “Shell Company,” as defined in paragraph (i)(1)(i) of Rule 144 or has been at any time previously an issuer defined as a “Shell Company.” (vii) The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor. (viii) The Company shall have provided Investor a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the First Closing Date. (ix) The Company shall have delivered to the Investor a certificate, executed by an officer of the Chief Executive Officer Company in a form satisfactory to the Investor and dated as of the First Closing Date, as to (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, dated (iii) the resolutions as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested adopted by the Investor Company’s Board of Directors in the a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the First Closing. (x) The Company shall have undertaken to create the Share Reserve. (b) The obligation of the Investor hereunder to purchase the Second Convertible Debenture at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion: (i) Thirty (30) calendar days shall have elapsed from the First Closing Date. (ii) The Common Stock shall be authorized for quotation or trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (iii) 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 5 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 Second 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 in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. (iv) The Company shall have executed and delivered to the Investor the Second Convertible Debenture. (v) The Company shall have issued to the Investor the Second Closing Warrant. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered provided to the Investor such other documents, instruments or certificates relating an executed Officer’s Certificate in a form satisfactory to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requestInvestor.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Promissory Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company Company, and each Subsidiary (the Company’s Transfer Agent as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iiib) The Company Common Stock shall be authorized for quotation or trading on the Primary Market, and trading in the Common Stock shall not have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Datebeen suspended for any reason. (ivc) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company representations and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vid) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documentsthe Promissory Note. (e) The Company shall have created the Share Reserve and issued the five hundred thousand (500,000) “Commitment Shares”1. (f) The Common Stock shall be authorized for quotation or trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. 1 If The Company has satisfied all the terms of the Promissory Note without default, instruments or certificates relating pursuant to its obligations thereunder, the Investor shall, within ten (10) calendar days thereafter, return to the transactions contemplated by this Agreement as Company’s treasury for cancellation three hundred fifty thousand (350,000) of the Commitment Shares. Under no circumstances shall the Investor or its counsel may reasonably requestrequired to return one hundred fifty thousand (150,000) of the Commitment Shares. (g) 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 5 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made as though made at that time (except for representations and warranties that speak as of a specific date).

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The Company understands that the respective Investor's obligation of the Investor hereunder to purchase the Note at Shares on the Closing Date is subject conditioned upon: a. The execution and delivery of this Purchase Agreement and the other Transaction Agreements by the Company; b. Approval by the American Stock Exchange for the listing of the Shares and the Warrant Shares. c. Delivery by the Company to the satisfactionEscrow Agent of the Certificates and Warrants in accordance with this Purchase Agreement; d. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Purchase Agreement, at each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; e. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; f. On such Closing Date, the respective Investor shall have received an opinion of each of the following conditions, provided that these conditions are counsel for the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counselEscrow Agent), dated as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation form, scope and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable substance reasonably satisfactory to the Investor, executed substantially to the effect set forth in Annex III attached hereto; g. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and h. From and after the date hereof to and including such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the Secretary SEC or on the Principal Trading Market; (ii) no minimum prices shall been established for Shares traded on the Principal Trading Market; and (iii) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Company and dated as of Investor, makes it impracticable or inadvisable to purchase the Shares. In addition, on the Closing Date, as to trading in Common Stock or in securities generally on the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company Principal Trading Market shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall not have been enacted, entered, promulgated suspended or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documentslimited. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note First Convertible Debenture at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company Company, and each Subsidiary (the Company’s Transfer Agent, as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) The Investor Common Stock shall have received be authorized for quotation or trading on the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. Primary Market and Xxxxxxxx Islands counsel, dated as of the Closing Date, trading in the forms acceptable to such InvestorCommon Stock shall not have been suspended for any reason. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation representations and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 First Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. . (iv) The Company shall have executed and delivered to the Investor the First Convertible Debenture. (v) The Investor shall have received a certificate, executed by the Chief Executive Officer an opinion of the Company, dated as of the Closing Date, counsel from counsel to the foregoing effect and as Company in a form satisfactory to such other matters as may be reasonably requested by the Investor which shall include but not be limited to whether the Company is an issuer defined as a “Shell Company,” as defined in the form acceptable to the Investorparagraph (i)(1)(i) of Rule 144 or has been at any time previously an issuer defined as a “Shell Company.” (vi) The Company shall have obtained all governmentaldelivered to the Investor a certificate, regulatory or third party consents and approvals, if any, necessary for the sale executed by an officer of the SecuritiesCompany in a form satisfactory to the Investor and dated as of the First Closing Date, as to (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as adopted by the Company's Board of Directors in a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the First Closing. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by any court or governmental authority provided Investor a true copy of competent jurisdiction that prohibits a certificate of good standing evidencing the consummation of any formation and good standing of the transactions contemplated by Company from the Transaction Documentssecretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the First Closing Date. (viii) No event or series of events The Company and its transfer agent shall have occurred that reasonably would have or result in a Material Adverse Effectcreated the Share Reserve. (ixb) Neither The obligation of the Company nor any of its Subsidiaries has filed for and/or Investor hereunder to purchase the Second Convertible Debenture at the Second Closing is subject to any bankruptcythe satisfaction, insolvencyat or before the Second Closing Date, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law of each of the following conditions, provided that these conditions are for the relief of debtors instituted Investor’s sole benefit and may be waived by or against the Company.Investor at any time in its sole discretion: (xi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, The Registration Statement shall have been filed with the Commission under SEC as required by the 1934 ActRegistration Rights Agreement. (xiii) The Common Stock shall be authorized for quotation or trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (iii) 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 5 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 Second 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 in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. (iv) The Company and its Subsidiaries shall have executed and delivered to the Investor such other documents, instruments or certificates relating the Second Convertible Debenture. (v) The Company shall have provided to the transactions contemplated Investor an executed Officer’s Certificate in a form satisfactory to the Investor. (c) The obligation of the Investor hereunder to purchase the Third Convertible Debenture at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion: (i) The Registration Statement shall have been declared effective by the SEC as required by the Registration Rights Agreement. (ii) The Common Stock shall be authorized for quotation or trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (iii) 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 5 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 Third 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 in all material respects with the covenants, agreements and conditions required by this Agreement as to be performed, satisfied or complied with by the Company at or prior to the Third Closing Date. (iv) The Company shall have executed and delivered to the Investor or its counsel may reasonably requestthe Third Convertible Debenture. (v) The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note First Convertible Debenture at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company Company, and each Subsidiary (the Company’s Transfer Agent, as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) The Investor Common Stock shall have received be authorized for quotation or trading on the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. Primary Market and Xxxxxxxx Islands counsel, dated as of the Closing Date, trading in the forms acceptable to such InvestorCommon Stock shall not have been suspended for any reason. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation representations and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 First Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. . (iv) The Company shall have executed and delivered to the Investor the First Convertible Debenture. (v) The Company shall have issued to the Investor the Warrant. (vi) The Investor shall have received a certificate, executed by the Chief Executive Officer an opinion of the Company, dated as of the Closing Date, counsel from counsel to the foregoing effect and as to such other matters as may be reasonably requested by the Investor Company in the a form acceptable satisfactory to the Investor. (vivii) The Company shall have obtained all governmentaldelivered to the Investor a certificate, regulatory or third party consents and approvals, if any, necessary for the sale executed by an officer of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits Company in a form satisfactory to the consummation of any Investor and dated as of the transactions contemplated First Closing Date, as to (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as adopted by the Transaction DocumentsCompany's Board of Directors in a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the First Closing. (viii) No event or series of events The Company shall have occurred that reasonably would have provided Investor a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or result comparable office) from the jurisdiction in which the Company is incorporated, as of a Material Adverse Effectdate within 10 days of the First Closing Date. (ix) Neither The Company and its transfer agent shall have created the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the CompanyShare Reserve. (x) All reportsThe Company shall have altered the terms of the convertible notes held by GS Capital Partners, schedulesLLC, registrationsRedstart Holdings Corp. and Jefferson Street Capital, forms, statements, information LLC and other documents required to have been filed by the Company with the Commission pursuant provide proof to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 ActInvestor’s sole satisfaction. (xi) The Company and its Subsidiaries shall have entered into sales limitation agreements Rxxxxx X. Xxxxxx in connection the 700,000 shares of the Company’s Common Stock registered pursuant to Form S-8 and well as with Txxx Xxxxxxxxx in connection with 384,120 shares of the Company’s Common Stock registered pursuant to Form S-8 and provide proof to the Investor’s sole satisfaction. (b) The obligation of the Investor hereunder to purchase the Second Convertible Debenture at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion: (i) The Registration Statement shall have been filed with the SEC as required by the Registration Rights Agreement. (ii) The Common Stock shall be authorized for quotation or trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (iii) 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 5 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 Second 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 in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. (iv) The Company shall have executed and delivered to the Investor such other documents, instruments or certificates relating the Second Convertible Debenture. (v) The Company shall have provided to the transactions contemplated Investor an executed Officer’s Certificate in a form satisfactory to the Investor. (c) The obligation of the Investor hereunder to purchase the Third Convertible Debenture at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion: (i) The Registration Statement shall have been declared effective by the SEC as required by the Registration Rights Agreement. (ii) The Common Stock shall be authorized for quotation or trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (iii) 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 5 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 Third 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 in all material respects with the covenants, agreements and conditions required by this Agreement as to be performed, satisfied or complied with by the Company at or prior to the Third Closing Date. (iv) The Company shall have executed and delivered to the Investor or its counsel may reasonably requestthe Third Convertible Debenture. (v) The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Promissory Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company Company, and each Subsidiary (the Company’s Transfer Agent as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iiib) The Company Common Stock shall be authorized for quotation or trading on the Primary Market, and trading in the Common Stock shall not have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Datebeen suspended for any reason. (ivc) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company representations and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vid) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments the Promissory Note. (e) The Company shall have created the Share Reserve and issued the One million five hundred thousand commitment shares. (f) The Common Stock shall be authorized for quotation or certificates relating trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (g) The representations and warranties of the Company shall be true and correct in all material respects (except to the transactions contemplated by this Agreement extent that any of such representations and warranties is already qualified as to materiality in Section 5 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the Investor or its counsel may reasonably requestdate when made as though made at that time (except for representations and warranties that speak as of a specific date).

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement. (ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Financial Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (viiiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiiiv) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixv) Neither Trading in the Common Stock shall not have been suspended by the SEC or the Principal Market, the Company nor shall not have received any final and non-appealable notice that the listing or quotation of its Subsidiaries has filed for and/or the Common Stock on the Principal Market shall be terminated on a date certain, there shall not have been imposed any suspension of electronic trading or settlement services by DTC with respect to the Common Stock that is subject continuing, and the Company shall not have received any notice from DTC to any bankruptcy, insolvency, reorganization the effect that a suspension of electronic trading or liquidation proceedings settlement services by DTC with respect to the Common Stock is being imposed or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Companyis contemplated. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xivi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Series D Preferred Shares, the Warrant and Commitment Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company Company, and each Subsidiary (the Company’s Transfer Agent, as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) The Investor Common Stock shall have received be authorized for quotation or trading on the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. Primary Market and Xxxxxxxx Islands counsel, dated as of the Closing Date, trading in the forms acceptable to such InvestorCommon Stock shall not have been suspended for any reason. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation representations and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 4 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 Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. . (iv) The Company shall have filed the Certificate of Designation for the Series D Preferred Shares with the Secretary of State of the Company’s state of incorporation and provided the Investor a stamped filed copy. (v) The Company shall have executed and delivered to the Investor the Series D Preferred Shares, the Commitment Shares and the Warrant. (vi) The Investor shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor, which shall include but not be limited to whether the Company is an issuer defined as a “Shell Company,” as defined in paragraph (i)(1)(i) of Rule 144 or has been at any time previously an issuer defined as a “Shell Company.” (vii) The Company shall have delivered to the Investor a certificate, executed by the Chief Executive Officer an officer of the Company, Company in a form satisfactory to the Investor and dated as of the Closing Date, to the foregoing effect and as to such other matters (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as may be reasonably requested adopted by the Investor Company's Board of Directors in the a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the Closing. (viviii) The Company shall have obtained all governmental, regulatory or third party consents provided Investor a true copy of a certificate of good standing evidencing the formation and approvals, if any, necessary for the sale good standing of the Securities. Company from the secretary of state (viior comparable office) No statutefrom the jurisdiction in which the Company is incorporated, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority as of competent jurisdiction that prohibits the consummation of any a date within 10 days of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse EffectClosing Date. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries transfer agent shall have delivered to created the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requestShare Reserve.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Convertible Debenture at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company Company, and each Subsidiary (the Company’s Transfer Agent as the case may be) applicable, shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered the same to the Investor the Note being purchased by the Investor at the Closing pursuant to this AgreementInvestor. (ii) The Investor Common Stock shall have received be authorized for quotation or trading on the opinions of Xxxxxx & Xxxxxx LLPPrimary Market, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, trading in the forms acceptable to such InvestorCommon Stock shall not have been suspended for any reason. (iii) The Company shall have delivered to the Investor a certificate evidencing the formation representations and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date. (iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors. (v) Each and every representation and warranty 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 5 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 First Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. . (iv) The Investor Company shall have received executed and delivered to the Investor the First Convertible Debenture. (v) The Company shall have issued to the Investor the Warrant. (vi) The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor. (vii) The Company shall have provided to the Investor a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the First Closing Date. (viii) The Company shall have delivered to the Investor a certificate, executed by the Chief Executive Officer an officer of the Company, Company in a form satisfactory to the Investor and dated as of the Closing Date, as to (i) the Company’s Articles of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as adopted by the Company’s and its Subsidiaries’ Board of Directors in a form reasonably acceptable to the foregoing Investor, (iv) the Company’s Certificate of Good Standing, each as in effect at the First Closing. (ix) The Company shall have created the Share Reserve. (x) The Company’s controlling stockholder shall have provided the Investor a written agreement acknowledging his agreement to not sell, transfer or otherwise dispose of his controlling block of shares including but not limited to preferred shares, or issue, assign, grant or otherwise transfer such voting rights associated with such block of shares. (xi) The Company’s controlling stockholder shall have provided the Investor a written agreement acknowledging his agreement to not accept any payments in cash, shares of Common Stock, securities or otherwise of any debts or obligations of any kind owed to him by the Company, except as provided in Section 4(h), above. (b) The obligation of the Investor hereunder to purchase the Second Convertible Debenture at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and as to such other matters as may be reasonably requested waived by the Investor at any time in its sole discretion: (i) The Registration Statement shall have been declared effective by the SEC as required by the Registration Rights Agreement. (ii) The Common Stock shall be authorized for quotation or trading on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (iii) 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 5 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 Second 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 in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. (iv) The Company shall have executed and delivered to the Investor the Second Convertible Debenture. (v) The Company shall have provided to the Investor an executed Officer’s Certificate in a form acceptable satisfactory to the Investor. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary filed its Annual Report on Form 10K for the sale of the Securitiesfiscal year end ended December 31, 2020. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ix) Neither the Company nor any of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (x) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (xi) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Common Shares and the Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor's ’s sole benefit and may be waived by the Investor at any time in its the Investor(s) sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party Documents, and the Company shall have (A) caused the Transfer Agent to credit the Common Shares to the Investor’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, (B) deliver to the Investor, as applicable, a Series A Warrant, duly executed on behalf of the Company and delivered registered in the name of the Investor or its designee, and (C) deliver to the Investor the Note being purchased by Series B Warrant, duly executed on behalf of the Company and registered in the name of the Investor at the Closing pursuant to this Agreementor its designee. (iib) The Investor shall have received the opinions form of Xxxxxx & Xxxxxx LLP, legal opinion of the Company's U.S. and Xxxxxxxx Islands ’s counsel, dated as in a form reasonably acceptable to the Investor to be delivered by the Company’s counsel on the date of effectiveness of the Closing DateRegistration Statement. (c) The Company shall have delivered to the Investor a fully executed copy of the Irrevocable Transfer Agent Instructions, in the forms form reasonably acceptable to such the Investor, which instructions shall have been previously delivered to and acknowledged in writing by the Company’s transfer agent. (iiid) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen ten (1510) days of the Closing Date. (ive) The Company shall have delivered to such the Investor a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (f) The Company shall have delivered to the Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the Signing Resolutions resolutions consistent with Section 3(b) as adopted by the Company's ’s board of directors in a form reasonably acceptable to the Investor, together with a copy (ii) the Certificate of Incorporation of the Signing Resolutions signed by each member Company and (iii) the Bylaws of the Company's board of directors, each as in effect at the Closing. (vg) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor. (vih) The Company shall have delivered to the Investor a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (i) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (j) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (viik) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction Governmental Authority that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viiil) No Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (ixm) Neither The Investor shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire transfer instructions of the Company nor any (the “Flow of its Subsidiaries has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the CompanyFunds Letter”). (xn) All reportsFrom the date hereof to the Closing Date, schedules, registrations, forms, statements, information and other documents required to (i) trading in the Common Stock shall not have been filed suspended by the Company with SEC or the Commission pursuant Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the reporting requirements Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the 1934 ActInvestor, including all material required makes it impracticable or inadvisable to have been filed pursuant to Section 13(a) or 15(d) of purchase the 1934 Act, shall have been filed with Securities at the Commission under the 1934 ActClosing. (xio) The Company and its Subsidiaries Subsidiary shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.