Common use of CONDITIONS TO THE PURCHASER Clause in Contracts

CONDITIONS TO THE PURCHASER. S OBLIGATION TO PURCHASE THE INITIAL SHARES, THE INITIAL WARRANTS AND THE SUPPLEMENTAL WARRANT The Company understands that the Purchaser's obligation to purchase the Initial Shares, the Initial Warrants and the Supplemental Warrant on the Initial Closing Date is conditioned upon: a. The Certificate of Designations shall have been filed with the Secretary of State of the State of Nevada, and a copy thereof certified by such Secretary of State shall have been delivered to the Purchaser. b. The accuracy on the Initial Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Initial Closing Date, and the performance by the Company on or before the Initial Closing Date of all covenants and agreements of the Company required to be performed on or before the Initial Closing Date. c. On the Initial Closing Date, the Purchaser shall have received an opinion of counsel for the Company, dated the Initial Closing Date, in substantially the form as attached in Exhibit E. d. The Company shall have executed and delivered to the Purchaser (i) a signed counterpart to the Registration Rights Agreement, (ii) the Initial Shares, (iii) the Initial Warrants and (iv) the Supplemental Warrant. e. On the Initial Closing Date, the Purchaser shall have received a certificate executed by the President or the Chairman of the Company and by the Chief Financial Officer of the Company, stating that all of the representations and warranties of the Company set forth in this Agreement are accurate as of the Initial Closing Date and that the Company has performed all of its covenants and agreements required to be performed under this Agreement on or before the Initial Closing Date. f. On the Initial Closing Date, the Purchaser shall have received from the Company such other certificates and documents as it or its representatives, if applicable, shall reasonably request, and all proceedings taken by the Company in connection with the Primary Documents contemplated by this Agreement and the other Primary Documents and all documents and papers relating to such Primary Documents shall be satisfactory to the Purchaser. g. On or prior to the Initial Closing Date, there shall not have occurred any of the following: (i) a suspension or material limitation in the trading of securities generally on the New York Stock Exchange, NASDAQ or the NASDAQ Bulletin Board; (ii) a general moratorium on commercial banking activities in New York declared by the applicable banking authorities; (iii) the outbreak or escalation of hostilities involving the United States, or the declaration by the United States of a national emergency or war; or (iv) a change in international, political, financial or economic conditions, if the effect of any such event, in the judgment of the Purchaser, makes it impracticable or inadvisable to proceed with the purchase of the Initial Securities on the terms and in the manner contemplated in this Agreement and in the other Primary Documents. h. The Company shall have delivered to the Purchaser reimbursement of the Purchaser's out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement (including fees and disbursements of the Purchaser's legal counsel). i. The Company shall have delivered a waiver from Capital Growth Resources in connection with the transactions described in this Agreement and all of the exhibits hereto.

CONDITIONS TO THE PURCHASER. S OBLIGATION TO PURCHASE THE INITIAL SHARES, THE INITIAL WARRANTS AND THE SUPPLEMENTAL CONDITIONAL WARRANT The Company understands that the Purchaser's obligation to purchase the Initial Shares, the Initial Warrants and the Supplemental Conditional Warrant on the Initial Closing Date is conditioned upon: a. The Certificate of Designations Designation shall have been filed with the Secretary of State of the State of Nevada, and a copy thereof certified by such Secretary of State shall have been delivered to the Purchaser. b. The accuracy on the Initial Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Initial Closing Date, and the performance by the Company on or before the Initial Closing Date of all covenants and agreements of the Company required to be performed on or before the Initial Closing Date. c. On the Initial Closing Date, the Purchaser shall have received an opinion of counsel for the Company, dated the Initial Closing Date, in substantially the form as attached in Exhibit E. d. The Company shall have executed and delivered to the Purchaser (i) a signed counterpart to the Registration Rights Agreement, (ii) the Initial Shares, (iii) the Initial Warrants and (iv) the Supplemental Conditional Warrant. e. On the Initial Closing Date, the Purchaser shall have received a certificate executed by the President or the Chairman of the Company and by the Chief Financial Officer of the Company, stating that all of the representations and warranties of the Company set forth in this Agreement are accurate as of the Initial Closing Date and that the Company has performed all of its covenants and agreements required to be performed under this Agreement on or before the Initial Closing Date. f. On the Initial Closing Date, the Purchaser shall have received from the Company such other certificates and documents as it or its representatives, if applicable, shall reasonably request, and all proceedings taken by the Company in connection with the Primary Documents contemplated by this Agreement and the other Primary Documents and all documents and papers relating to such Primary Documents shall be satisfactory to the Purchaser. g. On or prior to the Initial Closing Date, there shall not have occurred any of the following: (i) a suspension or material limitation in the trading of securities generally on the New York Stock Exchange, NASDAQ or the NASDAQ Bulletin Board; (ii) a general moratorium on commercial banking activities in New York declared by the applicable banking authorities; or (iii) the outbreak or escalation of hostilities involving the United States, or the declaration by the United States of a national emergency or war; or (iv) a change in international, political, financial or economic conditions, if the effect of any such event, in the judgment of the Purchaser, makes it impracticable or inadvisable to proceed with the purchase of the Initial Securities on the terms and in the manner contemplated in this Agreement and in the other Primary Documents. h. The Company shall have delivered to the Purchaser reimbursement of the Purchaser's out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement (including fees and disbursements of the Purchaser's legal counsel). i. The Company shall have delivered a waiver from Capital Growth Resources in connection with the transactions described in this Agreement and all of the exhibits hereto.

CONDITIONS TO THE PURCHASER. S OBLIGATION TO PURCHASE THE INITIAL SHARES, THE INITIAL WARRANTS AND THE SUPPLEMENTAL WARRANT s Obligations Regarding --------------------------------------------------- Receivables. The Company understands that obligations of the Purchaser's obligation Purchaser to purchase the Initial Shares, Receivables on ----------- the Initial Warrants and the Supplemental Warrant on the Initial Closing Date is conditioned uponand any Purchase Date shall be subject to the satisfaction of the following conditions: a. The Certificate of Designations shall have been filed with the Secretary of State of the State of Nevada, and a copy thereof certified by such Secretary of State shall have been delivered to the Purchaser. b. The accuracy on the Initial Closing Date of the (a) All representations and warranties of the Company Seller contained in this Agreement shall be true and correct on the Closing Date and on each Purchase Date thereafter with the same effect as if though such representations and warranties had been made on such date (except to the Initial extent any such representation or warranty specifically related to an earlier date, in which case such representation or warranty shall have been true as of such earlier date); (b) All information concerning the Receivables provided to the Purchaser shall be true and correct in all material respects as of the Closing Date, in the case of any Receivables existing on the Closing Date, or the Purchase Date, in the case of any Receivables created after the Closing Date, and in each Schedule of Accounts delivered to the performance by Purchaser hereunder for inclusion in Schedule 1 to the Company on or before the Initial Closing Date of Pooling and Servicing Agreement; (c) The Seller shall have substantially performed all covenants and agreements of the Company other obligations required to be performed on or before by the Initial Closing Date.provisions of this Agreement; c. On the Initial Closing Date, the Purchaser (d) The Seller shall have received an opinion of counsel for filed or caused to be filed the Company, dated the Initial Closing Date, in substantially the form as attached in Exhibit E. d. The Company shall have executed financing and delivered to the Purchaser (icontinuation statement(s) a signed counterpart to the Registration Rights Agreement, (ii) the Initial Shares, (iii) the Initial Warrants and (iv) the Supplemental Warrant. e. On the Initial Closing Date, the Purchaser shall have received a certificate executed by the President or the Chairman of the Company and by the Chief Financial Officer of the Company, stating that all of the representations and warranties of the Company set forth in this Agreement are accurate as of the Initial Closing Date and that the Company has performed all of its covenants and agreements amendments thereto required to be performed under this Agreement on or before the Initial Closing Date.filed pursuant to Section 2.1(b); and f. On the Initial Closing Date, the Purchaser shall have received from the Company such other certificates (e) All corporate and documents as it or its representatives, if applicable, shall reasonably request, legal proceedings and all proceedings taken by the Company in connection with the Primary Documents contemplated by this Agreement and the other Primary Documents and all documents and papers relating to such Primary Documents shall be satisfactory to the Purchaser. g. On or prior to the Initial Closing Date, there shall not have occurred any of the following: (i) a suspension or material limitation in the trading of securities generally on the New York Stock Exchange, NASDAQ or the NASDAQ Bulletin Board; (ii) a general moratorium on commercial banking activities in New York declared by the applicable banking authorities; (iii) the outbreak or escalation of hostilities involving the United States, or the declaration by the United States of a national emergency or war; or (iv) a change in international, political, financial or economic conditions, if the effect of any such event, in the judgment of the Purchaser, makes it impracticable or inadvisable to proceed with the purchase of the Initial Securities on the terms and in the manner contemplated in this Agreement and in the other Primary Documents. h. The Company shall have delivered to the Purchaser reimbursement of the Purchaser's out-of-pocket costs and expenses incurred instruments in connection with the transactions contemplated by this Agreement (including fees shall be satisfactory in form and disbursements of substance to the Purchaser's legal counsel). i. The Company , and the Purchaser shall have delivered a waiver received from Capital Growth Resources in connection with the Seller copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions described in this Agreement and all of herein contemplated as the exhibits heretoPurchaser may reasonably have requested.