Common use of Second Closing Deliveries Clause in Contracts

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the respective Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”) signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Notes and Second Closing Warrants, (iii) representing the timely compliance by the Company with the Company’s registration requirements set forth in Section 11 of this Agreement, (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, and Second Closing Warrants (“Second Closing Legal Opinion”). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the respective Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) adopting and renewing the covenants and conditions set forth in Sections 5, 7, 8, 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Date, Second Closing Notes and Second Closing Warrants, (iii) representing the timely compliance by the Company with the Company’s 's registration requirements set forth in Section 11 of this Agreement, and (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, and Second Closing Warrants (“"Second Closing Legal Opinion”"). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the respective Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”) signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, Date and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, (iii) adopting and renewing the covenants and conditions set forth in Sections 93, 105, 116, 7, 8, 9 and 12 10 of this Agreement in relation to the Second Closing Notes Date and Second Closing Warrants, (iii) representing the timely compliance by the Company with the Company’s registration requirements set forth in Section 11 of this Agreement, (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this AgreementNotes, and (viv) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 5 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, and Second Closing Warrants Notes (“Second Closing Legal Opinion”). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the respective Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”) signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) adopting and renewing the covenants and conditions set forth in Sections 5, 7, 8, 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Date, Second Closing Notes and Second Closing Warrants, (iii) representing the timely compliance by the Company with the Company’s registration requirements set forth in Section 11 of this Agreement, and (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, and Second Closing Warrants (“Second Closing Legal Opinion”). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective the registration statement declared effective as of on the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the respective Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”"SECOND CLOSING CERTIFICATE") signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Notes and Second Closing Warrants, (iii) representing the timely compliance by the Company with the Company’s 's registration requirements set forth in Section 11 of this Agreement, and (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, and Second Closing Warrants (“Second Closing Legal Opinion”"SECOND CLOSING LEGAL OPINION"). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes Shares and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his its portion of the respective Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive operating officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Notes Shares, and Second Closing Warrants, (iii) representing the timely compliance by the Company with the Company’s 's registration requirements set forth in Section 11 of this Agreement, (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) all other provisions of this Agreement, and (v) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each the Subscriber at the Second Closing in relation to the Company, Company and Second Closing Notes, Shares and Second Closing Warrants (“"Second Closing Legal Opinion”"). The Second Closing Legal Opinion must also state that all of the Registrable Securities (as defined in Section 11) have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On or before the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent Subscriber and each Subscriber will deliver his portion of the respective Second Closing Purchase Price to the Escrow AgentSubscriber. On the Second Closing Date, the Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive operating officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Notes and Second Closing WarrantsNotes, (iii) representing the timely compliance by the Company with the Company’s 's registration requirements obligations set forth in Section 11 of this Agreement, and (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default has not occurred. A legal opinion nearly identical to substantially in the form of the legal opinion referred to in Section 6 of this Agreement shall be delivered to each the Subscriber at the Second Closing in relation to the Company, Second Closing Notes, Company and Second Closing Warrants Notes (“"Second Closing Legal Opinion”"). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company ------------------------- will deliver the Second Closing Notes and Second Closing Warrants Preferred Stock to the Escrow Agent and each Subscriber Purchaser will deliver his portion of the respective Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”"SECOND CLOSING CERTIFICATE") signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 11, 12, and 12 13 of this Agreement in relation to the Second Closing Notes and Second Closing WarrantsPreferred Stock, (iii) representing the timely compliance by the Company with the Company’s 's registration requirements set forth in Section 11 of this Agreement, (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) 12 of this Agreement, and (viv) certifying that an a Redemption Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 7 of this Agreement shall be delivered to each Subscriber Purchaser at the Second Closing in relation to the Company, Second Closing Notes, Company and Second Closing Warrants Preferred Stock (“Second Closing Legal Opinion”"SECOND CLOSING LEGAL OPINION"). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective a registration statement effective filed with the Commission as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the respective Second Closing Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”"SECOND CLOSING CERTIFICATE") signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, Date and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, except for changes that do not constitute Material Adverse Effect [as defined in Section 5(a)], (iii) adopting and renewing the covenants and conditions representations set forth in Sections 5, 7, 8, 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Date, Second Closing Notes and Second Closing Warrants, (iiiiv) representing the timely compliance by the Company with the Company’s 's registration requirements set forth in Section 11 of this Agreement, (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, and Second Closing Warrants (“Second Closing Legal Opinion”"SECOND CLOSING LEGAL OPINION"). The Second Closing Legal Opinion must also state that all of the Registrable Securities have Registration Statement has been included for registration in an declared effective registration statement by the Commission and remains effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his its portion of the respective Second Closing Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”"SECOND CLOSING CERTIFICATE") signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Notes and Second Closing Warrants, (iii) representing the timely compliance by the Company with the Company’s 's registration requirements set forth in Section 11 of this Agreement, and (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default Default, as defined in the Note and this Agreement, has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, and Second Closing Warrants (“Second Closing Legal Opinion”"SECOND CLOSING LEGAL OPINION"). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his its portion of the respective Second Closing Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”) signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy in all material respects of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Notes and Second Closing Warrants, (iii) representing the timely compliance by the Company with the Company’s registration requirements set forth in Section 11 of this Agreement, and (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default Default, as defined in the Note and this Agreement, has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, and Second Closing Warrants (“Second Closing Legal Opinion”). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes Shares and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the respective Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Filing Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 119,10,11, and 12 of this Agreement in relation to the Second Closing Notes Shares and Second Closing Warrants, (iii) representing the timely compliance by the Company with the Company’s 's registration requirements set forth in Section 11 of this Agreement, and (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing NotesShares, and Second Closing Warrants (“"Second Closing Legal Opinion”"). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective a registration statement effective as of the Actual Effective Filing Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the respective Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive operating officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Notes and Second Closing WarrantsNotes, (iii) representing the timely compliance by the Company with the Company’s registration requirements set forth in Section 11 of this Agreement, and (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each the Subscriber at the Second Closing in relation to the Company, Second Closing Notes, Company and Second Closing Warrants Notes (“"Second Closing Legal Opinion”"). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the respective Second Closing Purchase Price to the Escrow Agent. On the Second Closing Date, the The Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive operating officer or and chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, Date and the Second Closing Date, as if such representations and warranties were made and given on all each of such dates, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Notes and Second Closing WarrantsNotes, (iii) representing the timely compliance by the Company with the Company’s registration requirements set forth in Section 11 of this Agreement, and (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each the Subscriber at the Second Closing in relation to the Company, Second Closing Notes, Company and Second Closing Warrants Notes (“"Second Closing Legal Opinion”"). The Second Closing Legal Opinion legal opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants Preferred Stock to the Escrow Agent and each Subscriber will deliver his portion of the respective Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive operating officer or and chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Notes and Second Closing WarrantsPreferred Stock, (iii) representing the timely compliance by the Company with the Company’s 's registration requirements set forth in Section 11 of this Agreement, and (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default has not occurred. .A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each the Subscriber at the Second Closing in relation to the Company, Second Closing Notes, Company and Second Closing Warrants Preferred Stock (“"Second Closing Legal Opinion”"). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the respective Second Closing Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”) signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, except for changes that do not constitute Material Adverse Effect [as defined in Section 5(a)], (iii) adopting and renewing the covenants and conditions representations set forth in Sections 5, 7, 8, 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Date, Second Closing Notes and Second Closing Warrants, (iiiiv) representing the timely compliance by the Company with the Company’s registration requirements set forth in Section 11 of this Agreement, (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, Company and Second Closing Warrants Notes (“Second Closing Legal Opinion”). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the respective Second Closing Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, Date and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, except for changes that do not constitute a Material Adverse Event, (iii) adopting and renewing the covenants and conditions representations set forth in Sections 5, 7, 8, 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Date, Second Closing Notes and Second Closing Warrants, (iiiiv) representing the timely compliance by the Company with the Company’s 's registration requirements set forth in Section 11 of this Agreement, (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default has not occurred, and (vi) certifying the accomplishment of the Second Closing Milestone. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, and Second Closing Warrants (“"Second Closing Legal Opinion”"). The Second Closing Legal Opinion must also state that all of the Registrable Securities have Registration Statement has been included for registration in an declared effective registration statement by the Commission and remains effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the respective Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”) signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Notes and Second Closing WarrantsNotes, (iii) representing the timely compliance by the Company with the Company’s registration requirements set forth in Section 11 of this Agreement, and (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, and Second Closing Warrants Notes (“Second Closing Legal Opinion”). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants Note to the Escrow Agent and each the Subscriber will deliver his portion of the respective Second Closing Purchase Price to the Escrow Agent. On the Second Closing Date, the The Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive operating officer or and chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, actual effective date of the Registration Statement and the Second Closing Date, as if such representations and warranties were made and given on all each of such dates, (ii) adopting the covenants and conditions set forth in Sections 97, 10, 118, and 12 9 of this Agreement in relation to the Second Closing Notes and Second Closing WarrantsSecurities, (iii) representing the timely compliance by the Company with the Company’s 's registration requirements set forth in Section 11 of this Agreement, (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) 10 of this Agreement, and (viv) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 3 of this Agreement shall be delivered to each the Subscriber at the Second Closing in relation to the Company, Second Closing Notes, Company and Second Closing Warrants Securities (“"Second Closing Legal Opinion”Opinions"). The Second Closing Legal Opinion legal opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Datestatement.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the respective Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, (iii) adopting and renewing the covenants and conditions set forth in Sections 94, 6, 7, 8, 8, 10, 11, and 12 11 of this Agreement in relation to the Second Closing Date, Second Closing Notes and Second Closing Warrants, (iii) representing the timely compliance by the Company with the Company’s registration requirements set forth in Section 11 of this Agreement, and (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 5 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, and Second Closing Warrants (“"Second Closing Legal Opinion”"). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective the registration statement effective filed as of the Actual Effective Date and Second Closing Filing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes Shares and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his its portion of the respective Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive operating officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Filing Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Notes Shares, and Second Closing Warrants, (iii) representing the timely compliance by the Company with the Company’s 's registration requirements set forth in Section 11 of this Agreement, (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) all other provisions of this Agreement, and (v) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each the Subscriber at the Second Closing in relation to the Company, Company and Second Closing Notes, Shares and Second Closing Warrants (“"Second Closing Legal Opinion”"). The Second Closing Legal Opinion must also state that all of the Registrable Securities (as defined in Section 11) have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing DateRegistration Statement which has been accepted for filing by the Commission.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the respective Second Closing Purchase Price to the Escrow Agent. On the Second Closing Date, the The Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive operating officer or and chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, actual effective date of the Registration Statement and the Second Closing Date, as if such representations and warranties were made and given on all each of such dates, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Notes and Second Closing WarrantsNotes, (iii) representing the timely compliance by the Company with the Company’s 's registration requirements set forth in Section 11 of this Agreement, and (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each the Subscriber at the Second Closing in relation to the Company, Second Closing Notes, Company and Second Closing Warrants Notes (“"Second Closing Legal Opinion”"). The Second Closing Legal Opinion legal opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date actual effective date of the Registration Statement and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the --------------------------- Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the respective Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive operating officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Notes and Second Closing Warrants, (iii) representing the timely compliance by the Company with the Company’s 's registration requirements set forth in Section 11 of this Agreement, and (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each the Subscriber at the Second Closing in relation to the Company, Second Closing Notes, Company and Second Closing Warrants Notes (“"Second Closing Legal Opinion”"). The Second Closing Legal Opinion must also state that all of the Registrable Registerable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the respective Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“"Second Closing Certificate”") signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective DateSecond Closing Event date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Notes and Second Closing Warrants, (iii) representing the timely compliance by the Company with the Company’s 's registration requirements set forth in Section 11 of this Agreement, and (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default Default, as defined in the Note and this Agreement, has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, and Second Closing Warrants (“"Second Closing Legal Opinion”"). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing DateDate or are issuable upon conversion into free trading shares of Common Stock the resale of which is exempt from registration under the 1933 Act.