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

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SECURITIES. The Company understands that Purchaser's obligation to purchase the Securities on the Closing Date is conditioned upon: a. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date, and the performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date; b. On the Closing Date, the Purchaser shall have received (i) the shares of Common Stock purchasable hereunder, and (ii) the Warrants, in substantially the form of Exhibit A hereto. c. On the Closing Date, the Purchaser shall have received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to Purchaser, to the effect set forth in Exhibit C attached hereto; d. On the Closing Date the Company shall have executed and delivered a signed counterpart to the Registration Rights Agreement, in form, scope and substance reasonably satisfactory to Purchaser, to the effect set forth in Exhibit B attached hereto; e. On the Closing Date, the Purchaser shall have received a certificate executed by (i) the President or the Chairman of the Company and (ii) 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 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 Closing Date; f. On the 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 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 National Market, NASDAQ SmallCap or OTC 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 reasonable judgment of the Purchaser, makes it impracticable or inadvisable to proceed with the purchase of the 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 in the amount of $16,800.00).

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SECURITIES. The Company understands and the Shareholders understand that Purchaser's obligation to purchase the Securities on the Closing Date is conditioned upon: a. The accuracy on the Closing Date of the representations and warranties of the Company and the Shareholders contained in this Agreement as if made on the Closing Date, and the performance by the Company and the Shareholders on or before the Closing Date of all covenants and agreements of the Company and the Shareholders required to be performed on or before the Closing Date; b. On the Closing Date, the Purchaser shall have received (i) the shares of Common Stock purchasable hereunder, and (ii) the Warrants, in substantially the form of Exhibit A hereto. c. On the Closing Date, the Purchaser shall have received an opinion of counsel for the CompanyCompany and the Shareholders, dated the Closing Date, in form, scope and substance reasonably satisfactory to Purchaser, to the effect set forth in Exhibit C E attached hereto; d. On the Closing Date the c. The Company shall have executed and delivered a signed counterpart to the Registration Rights Agreement, which agreement shall be substantially in form, scope and substance reasonably satisfactory to Purchaser, to the effect form set forth in as Exhibit B D attached hereto; d. The Company and the Shareholders shall have effected the exchange of the shares of Common Stock listed on Schedule 5w for an equivalent number of the shares of a series of preferred stock with rights, preferences and designations acceptable to the Purchaser. e. On the Closing Date, the Purchaser shall have received a certificate executed by (i) the President or the Chairman of the Company and (ii) 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 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 Closing Date; f. On the Closing Date, the Purchaser shall have received a certificate executed by each Shareholder, stating that all of the representations and warranties of the Shareholder set forth in this Agreement are accurate as of the Closing Date and that the Shareholder has performed all of its covenants and agreements required to be performed under this Agreement on or before the Closing Date; g. On the Closing Date, the Purchaser shall have received from the Company and the Shareholders such other certificates and documents as it or its representativesrepresentative, if applicable, shall reasonably request, and all proceedings taken by the Company or the Shareholders in connection with the Primary Documents as 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. h. On or prior to the 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 National Market, NASDAQ SmallCap Exchange or OTC Bulletin BoardNasdaq; (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 reasonable judgment of the Purchaser, makes it impracticable or inadvisable to proceed with the purchase of the 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 in the amount of $16,800.00).

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SECURITIES. The Company understands that Purchaser's obligation to purchase the Securities Debentures and the Warrants on the Closing Date is conditioned upon: a. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date, and the performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date; b. On the Closing Date, the Purchaser shall have received (iI) the shares Debentures, in substantially the form of Common Stock purchasable hereunderExhibit A hereto, and (ii) the Warrants, in substantially the form of Exhibit A B hereto.; c. On the Closing Date, the Purchaser shall have received an opinion of counsel for the Company, dated the Initial Closing Date, in form, scope and substance reasonably satisfactory to Purchaser, to in substantially the effect set forth in form of Exhibit C attached hereto; d. On the Closing Date the Company shall have executed and delivered a signed counterpart to the Registration Rights Agreement, in form, scope and substance reasonably satisfactory to Purchaser, to the effect set forth in Exhibit B D attached hereto; e. On the Closing Date, the Purchaser shall have received a certificate executed by (i) the President or the Chairman of the Company and (ii) 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 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 Closing Date; f. On the Closing Date, the Purchaser shall have received from the Company such other certificates and documents as it or its representativesrepresentative, 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 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 Nasdaq National Market, NASDAQ Nasdaq SmallCap or OTC 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 reasonable judgment of the Purchaser, makes it impracticable or inadvisable to proceed with the purchase of the 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 in the amount counsel) up to a maximum of twenty thousand dollars ($16,800.0020,000).

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SECURITIES. The Company understands that Purchaser's obligation of Purchaser hereunder to purchase the Preferred Securities on at the Closing Date is conditioned uponsubject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion: a. (a) The accuracy on the Closing Date of the representations and warranties of made by the Company contained in this Agreement Section 6 hereof qualified as if made to materiality shall be true and correct on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the performance representations and warranties made by the Company in Section 6 hereof not qualified as to materiality shall be true and correct in all material respects on or before the Closing Date Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and covenants and agreements of the Company herein required to be performed by it on or before the Closing Date; b. On the Closing Date, the Purchaser shall have received (i) the shares of Common Stock purchasable hereunder, and (ii) the Warrants, in substantially the form of Exhibit A hereto. c. On the Closing Date, the Purchaser shall have received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to Purchaser, to the effect set forth in Exhibit C attached hereto; d. On the Closing Date the Company shall have executed and delivered a signed counterpart to the Registration Rights Agreement, in form, scope and substance reasonably satisfactory to Purchaser, to the effect set forth in Exhibit B attached hereto; e. On the Closing Date, the Purchaser shall have received a certificate executed by (i) the President or the Chairman of the Company and (ii) 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 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 Closing Date; f. On the 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 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 National Market, NASDAQ SmallCap or OTC 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 reasonable judgment of the Purchaser, makes it impracticable or inadvisable to proceed with the purchase of the Securities on the terms and in the manner contemplated in this Agreement and in the other Primary Documents. h. (b) The Company shall have delivered to the Purchaser reimbursement obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the Purchaser's out-of-pocket costs purchase and expenses incurred sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in connection with full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated by this Agreement hereby or in the other Transaction Documents. (including fees and disbursements d) Each of the Purchaser's legal counsel in Transaction Documents shall have been duly executed and delivered by the amount of $16,800.00)Company and the other parties thereto; and (e) the Preferred Securities shall have been duly executed and delivered by the Company.

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SECURITIES. The Company understands that each Purchaser's obligation to purchase the Securities on the Closing Date is conditioned upon: a. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date, and the performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date; b. On the Closing Date, the Purchaser shall have received (i) the shares of Common Stock purchasable hereunder, and (ii) the Warrants, in substantially the form of Exhibit A hereto. c. On the Closing Date, the Purchaser shall have received an opinion of counsel for the Company, Foley, Hoag & Eliot LLP, dated the Closing Date, in form, scope and substance reasonably xxxxxanxx xeasxxxxxy satisfactory to each Purchaser, to the effect set forth in Exhibit C D attached hereto; d. On the Closing Date the c. The Company shall have executed and delivered a signed counterpart to the Registration Rights Agreement, in form, scope and substance reasonably satisfactory to Purchaser, to the effect set forth in Exhibit B attached hereto; e. d. On the Closing Date, the Purchaser Purchasers shall have received a certificate executed by the (i) the President or the Chairman of the Company and (ii) 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 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 Closing Date;. e. The Company shall have retained the accounting firm of Grant Thornton International to conduct an audit of its consolidated xxxxxxx xxxxx as of the end of its last two completed fiscal years, together with its related consolidated statement of operations and consolidated statement of cash flows for the fiscal years ending on such dates. f. On or before the Closing Date, all shares of the Company's convertible preferred stock shall have been converted into Common Stock in accordance with their respective terms, and reasonable evidence of such conversion shall have been furnished to the Purchasers. g. On the Closing Date, the Purchaser Purchasers shall have received from the Company such other certificates and documents as it they or its representativestheir representative, if applicable, shall reasonably request, and all proceedings taken by the Company in connection with the Primary Documents transactions 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;Purchasers and their counsel. g. h. On or prior to the any 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 National Market, NASDAQ SmallCap the American Stock Exchange or OTC Bulletin BoardNasdaq; (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 reasonable judgment of the PurchaserPurchasers, makes it impracticable or inadvisable to proceed with the purchase of the 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 in the amount of $16,800.00).

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SECURITIES. The Company understands that each Purchaser's obligation to purchase the Securities on the any Closing Date is conditioned upon: a. A. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date, and the performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date; b. On the Closing Date, the Purchaser B. The Company shall have received (i) duly filed the shares Certificate of Common Stock purchasable hereunder, and (ii) the WarrantsDesignations, in substantially the form attached hereto as Exhibit B, with the offices of Exhibit A heretothe Secretary of State of the State of Delaware in accordance with the Delaware General Corporation Law. c. C. On the Closing Date, the Purchaser shall have received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to each Purchaser, to the effect set forth in Exhibit C E attached hereto; d. On the Closing Date the D. The Company shall have executed and delivered a signed counterpart to the Registration Rights Agreement, in form, scope and substance reasonably satisfactory to Purchaser, to the effect set forth in Exhibit B attached hereto; e. E. On the Closing Date, the Purchaser Purchasers shall have received a certificate executed by the (i) the President or the Chairman of the Company and (ii) 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 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 Closing Date;. f. F. On the Closing Date, the Purchaser Purchasers shall have received from the Company such other certificates and documents as it they or its representativestheir representative, 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;Purchasers. g. G. On or prior to the 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 National Market, NASDAQ SmallCap Exchange or OTC Bulletin BoardNasdaq; (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 reasonable judgment of the PurchaserPurchasers, makes it impracticable or inadvisable to proceed with the purchase of the 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 in the amount of $16,800.00).

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SECURITIES. The Company understands that Purchaser's obligation of each Purchaser hereunder to purchase the its Securities on at the Closing Date is conditioned uponsubject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Purchaser’s sole benefit and may be waived by each Purchaser at any time in its sole discretion as to itself only: a. (a) The accuracy on the Closing Date of the representations and warranties of made by the Company contained in this Agreement Section 6 hereof qualified as if made to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the performance representations and warranties made by the Company in Section 6 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on or before the Closing Date Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and covenants and agreements of the Company herein required to be performed by it on or before prior to the Closing Date;. b. On the Closing Date, the Purchaser (b) The Company shall have received obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (ic) The Company shall have executed and delivered the shares of Common Registration Rights Agreement. (d) The Company shall have entered into the Preferred Stock purchasable hereunder, and (ii) the WarrantsPurchase Agreement, in substantially the form of Exhibit A heretopreviously provided to the Purchasers. c. On (e) The Company shall have received gross proceeds from the sale of the Securities and the Series A Convertible Preferred Stock of at least Thirty Million Dollars ($30,000,000). (f) The Asset Purchase Agreement shall remain in full force and effect and no amendment, modification or waiver of any term thereof shall have occurred which could reasonably be expected to be materially adverse to the Purchasers. (g) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (h) Xxxxxxx Xxxxxxxx Xxxx & Xxxxxx, P.C., counsel to the Company, shall have furnished to the Purchasers its written opinion addressed to the Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser Purchasers to the effect as set forth in Appendix II. (i) Prior to the Closing, the Placement Agents shall have received from the Company Accountants a letter, in form and substance reasonably satisfactory to the Placement Agents, addressed to the Placement Agents and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and (ii) stating, as of the date of Closing (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Private Placement Memorandum, as of a date not more than five days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to initial purchasers in Rule 144A underwritten offerings. (j) Prior to the Closing, the Purchasers and the Placement Agents shall have received from Xxxxxx, Xxxxxxxxx & Associates, an opinion of counsel independent petroleum engineer firm for the Company, a letter, in form and substance reasonably satisfactory to the Placement Agents, with respect to the audit of the Company’s estimated proved developed producing reserves as prepared by the Company as set forth or incorporated by reference in the Private Placement Memorandum and such related matters as the Placement Agents shall reasonably request. (k) The Company shall have furnished to the Purchasers a certificate, dated the Closing Date, of its chief executive officer and its chief financial officer, in form, scope form and substance reasonably satisfactory to Purchaserthe Purchasers, to the effect set forth in Exhibit C attached hereto;stating that: d. On the Closing Date the Company shall have executed and delivered a signed counterpart to the Registration Rights Agreement, in form, scope and substance reasonably satisfactory to Purchaser, to the effect set forth in Exhibit B attached hereto; e. On the Closing Date, the Purchaser shall have received a certificate executed by (i) the President or the Chairman representations, warranties and agreements of the Company and (ii) the Chief Financial Officer in Section 6 of the Company, stating that all of the representations and warranties of the Company set forth in this Agreement are accurate true and correct as of the date of this Agreement and as of the Closing Date Date; and that the Company has performed complied in all of material respects with all its covenants and agreements required contained herein to be performed under this Agreement prior to or on or before the Closing Date; f. On (ii) since the respective dates as of which information is given in the Private Placement Memorandum, other than as set forth in the Private Placement Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) and the Incorporated Documents, (A) there has not occurred any change or any development that might have a Material Adverse Effect, (B) there has not been any change in the common stock, the short-term debt, or the long-term debt of the Company or any of its subsidiaries that might have a Material Adverse Effect, (C) neither the Company nor any of its subsidiaries has incurred any material liability or obligation, direct or contingent, other than borrowings in the ordinary course of the Company’s or its subsidiaries’ business, (D) a Material Loss has not occurred and (E) the Company has not declared or paid any dividend on its common stock, except for dividends declared in the ordinary course of business and consistent with past practice, and, except as set forth in the Private Placement Memorandum, neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) material to the Company and its subsidiaries taken as a whole; (iii) they have carefully examined the Private Placement Memorandum and, in their opinion the Private Placement Memorandum, as of its date and the Closing Date, did not and does not include any untrue statement of a material fact and did not and does not omit to state any material fact necessary to make the Purchaser statements therein, in light of the circumstances under which they were made, not misleading; (iv) (a) the Charter Amendment has been approved by the Company’s Board of Directors and by the holders of more than a majority of its common stock, (b) the Company has distributed to all of its current stockholders an Information Statement on Schedule 14C as described in the Private Placement Memorandum, (c) such Information Statement has been filed with the Securities and Exchange Commission and (d) the Company has duly filed the Preferred Stock Designation with the Delaware Secretary of State and the Preferred Stock Designation is effective; and (v) The Company has satisfied all conditions on its part to be satisfied on or prior to the Closing. (l) The Company shall have received from delivered a Certificate, executed on behalf of the Company such other certificates and documents by its Secretary, dated as it or its representativesof the Closing Date, if applicable, shall reasonably request, and all proceedings taken certifying the resolutions adopted by the Board of Directors of the Company in connection with approving the Primary Documents transactions contemplated by this Agreement and the other Primary Transaction Documents and all the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (m) Each of the Transaction Documents, other than this Agreement and papers relating to such Primary Documents the Asset Purchase Agreement, shall be in form and substance reasonably satisfactory to the Purchaser; g. On or prior to the Closing Date, there shall not have occurred any Purchasers and each of the following: (i) a suspension or material limitation in the trading of securities generally on the New York Stock ExchangeTransaction Documents, NASDAQ National Marketother than this Agreement, NASDAQ SmallCap or OTC Bulletin Board; (ii) a general moratorium on commercial banking activities in New York declared shall have been duly executed and delivered by the applicable banking authorities; (iii) Company and the outbreak or escalation of hostilities involving other parties thereto, and the United States, or Securities and the declaration Series A Convertible Preferred Stock shall have been duly executed and delivered 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 reasonable judgment of the Purchaser, makes it impracticable or inadvisable to proceed with the purchase of the Securities on the terms and in the manner contemplated in this Agreement and in the other Primary DocumentsCompany. 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 in the amount of $16,800.00).

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SECURITIES. The Company understands that Purchaser's obligation to purchase the Securities on the Initial Closing Date or the Mandatory Closing Date is conditioned upon: a. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date, and the performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date; b. On the Closing Date, the Purchaser The Company shall have received (i) duly filed the shares Certificate of Common Stock purchasable hereunder, and (ii) the WarrantsAmendment, in substantially the form attached hereto as Exhibit A, with the offices of Exhibit A hereto.the Secretary of State of the State of Colorado in accordance with the Colorado Business Corporation Act; c. On the each Closing Date, the Purchaser shall have received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to Purchaser, to the effect set forth in Exhibit C F attached hereto; d. On the Closing Date the The Company shall have executed and delivered a signed counterpart to the Registration Rights Agreement, in form, scope and substance reasonably satisfactory to Purchaser, to the effect set forth in Exhibit B attached hereto; e. On the each Closing Date, the Purchaser shall have received a certificate executed by (i) the President or the Chairman of the Company and (ii) 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 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 Closing Date; f. On the Closing Date, the Purchaser shall have received from the Company such other certificates and documents as it or its representativesrepresentative, 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 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 National Market, NASDAQ SmallCap Exchange or OTC Bulletin BoardNasdaq; (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 reasonable judgment of the Purchaser, makes it impracticable or inadvisable to proceed with the purchase of the Securities on the terms and in the manner contemplated in this Agreement and in the other Primary Documents. h. The Company In the case of the Mandatory Closing Date, each of the Closing Conditions as defined in the Mandatory Warrant 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 in the amount of $16,800.00)been satisfied.

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SECURITIES. The Company understands that Purchaser's obligation to purchase the Securities Debentures and the Warrants on the Closing Date is conditioned upon: a. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date, and the performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date; b. On the Closing Date, the Purchaser shall have received (i) the shares of Common Stock purchasable hereunder, and (ii) the Warrants, in substantially the form of Exhibit A hereto. c. On the Closing Date, the Purchaser shall have received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to Purchaser, to the effect set forth in Exhibit C attached hereto; d. On the Closing Date the Company shall have executed and delivered a signed counterpart to the Registration Rights Agreement, in form, scope and substance reasonably satisfactory to Purchaser, to the effect set forth in Exhibit B D attached hereto; e. On the Closing Date, the Purchaser shall have received a certificate executed by (i) the President or the Chairman of the Company and (ii) 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 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 Closing Date; f. On the Closing Date, the Purchaser shall have received from the Company such other certificates and documents as it or its representativesrepresentative, 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 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 National Market, NASDAQ SmallCap Exchange or OTC Bulletin BoardNasdaq; (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 reasonable judgment of the Purchaser, makes it impracticable or inadvisable to proceed with the purchase of the 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 in the amount of $16,800.00).

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SECURITIES. The Company understands that each Purchaser's obligation to purchase the Securities on the Closing Date is conditioned upon: a. A. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing DateAgreement, and the performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date;. b. On the Closing Date, the Purchaser B. The Company shall have received (i) duly filed the shares Certificate of Common Stock purchasable hereunder, and (ii) the WarrantsDesignations, in substantially the form attached hereto as Exhibit B, with the offices of Exhibit A heretothe Secretary of State of the State of Delaware in accordance with the Delaware General Corporation Law. c. On the Closing Date, the Purchaser shall have received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to Purchaser, to the effect set forth in Exhibit C attached hereto; d. On the Closing Date the C. The Company shall have executed and delivered a signed counterpart to the Registration Rights Agreement, in form, scope and substance reasonably satisfactory to Purchaser, to the effect set forth in Exhibit B attached hereto;. e. D. On the Closing Date, the Purchaser shall have received a certificate executed by (i) the President or the Chairman of the Company and (ii) 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 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 Closing Date; f. On the Closing Date, the Purchaser Purchasers shall have received from the Company such other certificates and documents as it they or its representativestheir representative, 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;Purchasers. g. E. On the Closing Date or prior to the Additional Closing Date, there as the case may be, the Purchaser shall not have occurred any received an opinion of counsel for the following: (i) a suspension Company, dated the Closing Date or material limitation in the trading of securities generally on the New York Stock Exchange, NASDAQ National Market, NASDAQ SmallCap or OTC 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 eventAdditional Date, in the reasonable judgment of form, scope, and substance reasonably satisfactory to the Purchaser, makes it impracticable or inadvisable to proceed with the purchase of the 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 effect set forth in connection with the transactions contemplated by this Agreement (including fees and disbursements of the Purchaser's legal counsel in the amount of $16,800.00)Exhibit E attached hereto.