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

CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE. The Company understands that the Lender's obligation to purchase the Debentures and the Warrants on the relevant Closing Date is conditioned upon: The execution and delivery of this Agreement and the other Transaction Agreements by the Company; Delivery by the Company to the Escrow Agent of the Certificates in accordance with this Agreement; On the Closing Date, the Lender shall have received a Secretary's Certificate and Officer's Certificate from the Company, dated the Closing Date in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in ANNEX III attached hereto; The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, 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; 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 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 SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Lender, makes it impracticable or inadvisable to purchase the Debentures.

CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE. The Company understands that the Lender's obligation to purchase the Debentures and the Warrants on the relevant Closing Date is conditioned upon: The execution and delivery of this Agreement and the other Transaction Agreements by the Company; Delivery by the Company to the Escrow Agent of the Certificates in accordance with this Agreement; [On the Closing Date, the Lender shall have received a Secretary's Certificate and Officer's Certificate from the Company, dated the Closing Date in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in ANNEX III attached hereto; ;] The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, 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; 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 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 SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Lender, makes it impracticable or inadvisable to purchase the Debentures.

CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE. The Company understands that the Lender's obligation to purchase the Debentures and the Warrants Securities on the relevant Closing Date is conditioned upon: The execution and delivery of this Agreement and the other Transaction Agreements by the Company; Delivery by the Company to the Escrow Agent of the Certificates for the Closing Shares in accordance with this Agreement; On the Closing Date, the Lender shall have received a Secretary's Certificate and Officer's Certificate from the Company, dated the Closing Date in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in ANNEX III attached hereto; The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, 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; On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; On such Closing Date, the Lender shall have received an opinion of counsel for the Company, in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in Annex III attached hereto; 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 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 SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Lender, makes it impracticable or inadvisable to purchase the DebenturesDebenture.

CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE. The Company understands that the Lender's obligation to purchase the Debentures and the Warrants on the relevant Closing Date is conditioned upon: The execution and delivery of this Agreement and the other Transaction Agreements by the Company; and Delivery by the Company to the Escrow Agent of the Certificates in accordance with this Agreement; On the Closing Date, the Lender shall have received a Secretary's Certificate and Officer's Certificate from the Company, dated the Closing Date in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in ANNEX III attached hereto; The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, 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; 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 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 SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Lender, makes it impracticable or inadvisable to purchase the Debentures.

CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE. The Company understands that the Lender's obligation to purchase the Debentures and the Warrants on the relevant Closing Date is conditioned upon: The execution and delivery of this Agreement and the other Transaction Agreements by the Company; Delivery by the Company to the Escrow Agent of the Certificates in accordance with this Agreement; On the Initial Closing Date, the Lender shall have received a Secretary's Certificate and Officer's Certificate from the Company, dated the Initial Closing Date in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in ANNEX III attached hereto; The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, 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; 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 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 SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Lender, makes it impracticable or inadvisable to purchase the Debentures.

CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE. The Company understands that the Lender's Lenders' obligation to purchase the Debentures and the Warrants on the relevant Closing Date is conditioned upon: The execution and delivery of this Agreement and the other Transaction Agreements by the Company; Delivery by the Company to the Escrow Agent of the Certificates in accordance with this Agreement; On the Closing Date, the Lender Lenders shall have received a Secretary's Certificate and Officer's Certificate from the Company, dated the Closing Date in form, scope and substance reasonably satisfactory to the LenderLenders, substantially to the effect set forth in ANNEX III attached hereto; The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, 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; 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 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 SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the LenderLenders, makes it impracticable or inadvisable to purchase the Debentures.

CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE. The Company understands that the Lender's obligation to purchase the Debentures and the Warrants on the relevant Closing Date is conditioned upon: The execution and delivery of this Agreement and the other Transaction Agreements by the Company; Delivery by the Company to the Escrow Agent of the Certificates in accordance with this Agreement; On the Closing Date, the Lender shall have received a Secretary's Certificate and Officer's Certificate from the Company, dated the Closing Date in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in ANNEX III attached hereto; The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, 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; On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; On such Closing Date, the Lender shall have received an opinion of counsel for the Company, dated the Initial Closing Date (provided, however, that such counsel shall advise the Escrow Agent in writing after the Initial Closing Date if the opinion issued on the Initial Closing Date would not be issued on any subsequent Closing Date), in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in Annex III attached hereto; 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 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 SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Lender, makes it impracticable or inadvisable to purchase the Debentures.

CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE. The Company understands that the Lender's obligation to purchase the Debentures and the Warrants on the relevant Closing Date is conditioned upon: The execution and delivery of this Agreement and the other Transaction Agreements by the Company; Delivery by the Company to the Escrow Agent of the Certificates in accordance with this Agreement; On Delivery by the Closing DateCompany of irrevocable proxies from each of October Sun, a Nevada Corporation as to 2,974,967 shares, Timothy Brock as to 800,000 xxxxxx, X. George Orr as to 800,000 sxxxxx, Xxxry Thompson as to 706,000 xxxxxx, Xxxliam Timmins as to 225,000 xxxxxx, Xxxrnton Donaldson as to 300,000 xxxxxx xxx United Corporate Advisors Ltd. as to 780,000 shares in the Lender shall have received a Secretary's Certificate and Officer's Certificate from the Company, dated the Closing Date in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in ANNEX III attached form annexed as Exhibit 8 hereto; . The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, 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; On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; On such Closing Date, the Lender shall have received (a) an opinion of counsel for the Company, dated the Closing Date in form, scope and substance reasonably satisfactory to the Lender, substantially to the effect set forth in Annex III attached hereto (b) signed lock up agreements of the persons named on Schedule 5(b) to the Registration Rights Agreement and (c) acknowledgement by the Transfer Agent of "stop transfer" instructions in respect thereof . 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 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 SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market that, in the reasonable judgment of the Lender, makes it impracticable or inadvisable to purchase the Debentures.

CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE. The Company understands that obligation of the Lender's obligation Lender hereunder to purchase the Debentures and Securities at the Warrants on Closing is subject to the relevant satisfaction, at or before the Closing Date is conditioned upon: of each of the following conditions, provided that these conditions are for the Lender’s sole benefit and may be waived by the Lender at any time in its sole discretion: 1. The execution and delivery of Company shall have executed this Agreement and delivered the other Transaction Agreements by the Company; Delivery by the Company same to the Escrow Agent of Lender. 2. The Company shall have delivered to the Certificates Lender the duly executed Note, in accordance with this Agreement; On the Closing DateSection 1(b) above. 3. The Irrevocable Transfer Agent Instructions, the Lender shall have received a Secretary's Certificate and Officer's Certificate from the Company, dated the Closing Date in form, scope form and substance reasonably satisfactory to the Lender, substantially shall have been delivered to and acknowledged in writing by the effect set forth in ANNEX III attached hereto; Company’s Transfer Agent. 4. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained shall be true and correct in this Agreement, each all material respects as if of the date when made on and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, ) and the performance 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 on at or before such date of all covenants and agreements prior to the Closing Date. The Lender shall have received a certificate or certificates, executed by the chief executive officer of the Company required Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be performed on or before such date; There shall reasonably requested by the Lender including, but not be in effect any law, rule or regulation prohibiting or restricting limited to certificates with respect to the Board of Directors’ resolutions relating to the transactions contemplated hereby. 5. No litigation, statute, rule, regulation, executive order, decree, ruling or requiring any consent or approval which injunction shall not have been obtained; and From and after enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the date hereof to and including such Closing Date, each matters contemplated hereby which prohibits the consummation of any of the following conditions will remain transactions contemplated by this Agreement. 6. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in effect: (i) the trading 1934 Act reporting status of the Common Stock shall not have been suspended by Company or the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market that, in the reasonable judgment failure of the Lender, makes it impracticable or inadvisable Company to purchase the Debenturesbe timely in its 1934 Act reporting obligations. viii.