BY THIS AGREEMENT TO BE
PERFORMED, SATISFIED OR COMPLIED WITH BY THE BUYER(S) AT OR PRIOR TO THE CLOSING
DATES.
7.
CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.
(A)
THE OBLIGATION OF THE BUYER(S) HEREUNDER TO
PURCHASE THE CONVERTIBLE DEBENTURES AT THE FIRST CLOSING IS SUBJECT TO THE
SATISFACTION, AT OR BEFORE THE FIRST CLOSING DATE, OF EACH OF THE FOLLOWING
CONDITIONS:
(I)
THE COMPANY SHALL HAVE EXECUTED THE
TRANSACTION DOCUMENTS AND DELIVERED THE SAME TO THE BUYERS.
(II)
THE COMMON STOCK SHALL BE AUTHORIZED FOR
QUOTATION OR TRADING ON THE AMEX, TRADING IN THE COMMON STOCK SHALL NOT HAVE
BEEN SUSPENDED FOR ANY REASON, AND ALL THE CONVERSION SHARES ISSUABLE UPON THE
CONVERSION OF THE CONVERTIBLE DEBENTURES SHALL BE APPROVED FOR LISTING OR
TRADING ON THE AMEX.
19
(III)
THE REPRESENTATIONS AND WARRANTIES OF THE
COMPANY SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS (EXCEPT TO THE EXTENT
THAT ANY OF SUCH REPRESENTATIONS AND WARRANTIES IS ALREADY QUALIFIED AS TO
MATERIALITY IN SECTION 3 ABOVE, IN WHICH CASE, SUCH REPRESENTATIONS AND
WARRANTIES SHALL BE TRUE AND CORRECT WITHOUT FURTHER QUALIFICATION) AS OF THE
DATE WHEN MADE AND AS OF THE FIRST CLOSING DATE AS THOUGH MADE AT THAT TIME
(EXCEPT FOR REPRESENTATIONS AND WARRANTIES THAT SPEAK AS OF A SPECIFIC DATE) AND
THE COMPANY SHALL HAVE PERFORMED, SATISFIED AND COMPLIED IN ALL MATERIAL
RESPECTS WITH THE COVENANTS, AGREEMENTS AND CONDITIONS REQUIRED BY THIS
AGREEMENT TO BE PERFORMED, SATISFIED OR COMPLIED WITH BY THE COMPANY AT OR PRIOR
TO THE FIRST CLOSING DATE
(IV)
THE COMPANY SHALL HAVE EXECUTED AND DELIVERED
TO THE BUYER(S) THE CONVERTIBLE DEBENTURES AND WARRANTS WITH RESPECT TO THE
FIRST CLOSING IN THE AMOUNTS SET FORTH OPPOSITE EACH BUYER'S NAME ON SCHEDULE I
ATTACHED HERETO.
(V)
THE BUYERS SHALL HAVE RECEIVED AN OPINION OF
COUNSEL FROM COUNSEL TO THE COMPANY IN A FORM SATISFACTORY TO THE BUYERS.
(VI)
THE COMPANY SHALL HAVE PROVIDED TO THE BUYERS
A TRUE COPY OF A CERTIFICATE OF GOOD STANDING EVIDENCING THE FORMATION AND GOOD
STANDING OF THE COMPANY FROM THE SECRETARY OF STATE (OR COMPARABLE OFFICE) FROM
THE JURISDICTION IN WHICH THE COMPANY IS INCORPORATED, AS OF A DATE WITHIN 10
DAYS OF THE FIRST CLOSING DATE.
(VII)
THE COMPANY SHALL HAVE DELIVERED TO THE BUYERS A
CERTIFICATE, EXECUTED BY THE SECRETARY OF THE COMPANY AND DATED AS OF THE FIRST
CLOSING DATE, AS TO (I) THE RESOLUTIONS CONSISTENT WITH SECTION 3(C) AS ADOPTED
BY THE COMPANY'S BOARD OF DIRECTORS IN A FORM REASONABLY ACCEPTABLE TO SUCH
BUYER, (II) THE CERTIFICATE OF INCORPORATION AND (III) THE BYLAWS, EACH AS IN
EFFECT AT THE FIRST CLOSING.
(VIII)
A FORM UCC-1, ANY APPROPRIATE FILINGS TO BE MADE
WITH THE PATENT AND TRADEMARK OFFICE, OR SUCH OTHER FORMS AS MAY BE REQUIRED TO
PERFECT THE BUYER'S INTEREST IN THE PLEDGED PROPERTY AS DETAILED IN THE SECURITY
AGREEMENT AND THE PATENT SECURITY AGREEMENT SHALL HAVE BEEN FILED.
(IX)
THE COMPANY SHALL HAVE CREATED THE SHARE
RESERVE.
(X)
THE IRREVOCABLE TRANSFER AGENT
INSTRUCTIONS,