BEFORE THE THIRD CLOSING DATE, OF EACH OF THE FOLLOWING
CONDITIONS:
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(I)
THE FIRST CLOSING AND THE SECOND CLOSING
SHALL BOTH HAVE OCCURRED.
(II)
ALL THE REQUIREMENTS REQUIRED TO HAVE BE
ACHIEVED IN CONNECTION WITH THE SECOND MILESTONE DATE SHALL HAVE BEEN ACHIEVED
AND THE COMPANY SHALL HAVE PROVIDED TO BUYER REASONABLY SATISFACTORY EVIDENCE
THEREOF.
(III)
THE COMMON STOCK SHALL BE AUTHORIZED FOR
QUOTATION OR TRADING ON THE PRIMARY MARKET, 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 PRIMARY MARKET.
(IV)
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 THIRD 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 THIRD CLOSING DATE.
(V)
THE COMPANY SHALL HAVE EXECUTED AND
DELIVERED TO THE BUYERS THE CONVERTIBLE DEBENTURES WITH RESPECT TO THE THIRD
CLOSING IN THE AMOUNTS SET FORTH OPPOSITE EACH BUYERS NAME ON SCHEDULE I
ATTACHED HERETO.
(VI)
THE REGISTRATION STATEMENT SHALL HAVE BEEN
DECLARED EFFECTIVE BY THE SEC.
(VII)
THE COMPANY SHALL BE IN COMPLIANCE WITH THE
TERMS OF ALL OF THE TRANSACTION DOCUMENTS.
(VIII)
THE COMPANY SHALL HAVE CERTIFIED, IN A CERTIFICATE
EXECUTED BY TWO OFFICERS OF THE COMPANY AND DATED AS OF THE THIRD CLOSING DATE,
THAT ALL CONDITIONS TO THE THIRD CLOSING HAVE BEEN SATISFIED.
8.
INDEMNIFICATION.
(A)
IN CONSIDERATION OF THE BUYER'S EXECUTION
AND DELIVERY OF THIS AGREEMENT AND ACQUIRING THE CONVERTIBLE DEBENTURES AND THE
CONVERSION SHARES HEREUNDER, AND IN ADDITION TO ALL OF THE COMPANY'S OTHER
OBLIGATIONS UNDER THIS AGREEMENT, THE COMPANY SHALL DEFEND, PROTECT, INDEMNIFY
AND HOLD HARMLESS THE BUYER(S) AND EACH OTHER HOLDER OF THE CONVERTIBLE
DEBENTURES AND THE CONVERSION SHARES, AND ALL OF THEIR OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS (INCLUDING, WITHOUT LIMITATION, THOSE RETAINED IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT) (COLLECTIVELY,
THE "BUYER INDEMNITEES") FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION,
SUITS, CLAIMS, LOSSES, COSTS, PENALTIES, FEES, LIABILITIES AND DAMAGES, AND
EXPENSES IN CONNECTION THEREWITH (IRRESPECTIVE OF WHETHER ANY SUCH BUYER
INDEMNITEE IS A PARTY TO THE ACTION FOR WHICH INDEMNIFICATION HEREUNDER IS
SOUGHT), AND INCLUDING
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REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS (THE "INDEMNIFIED LIABILITIES"),
INCURRED BY THE BUYER INDEMNITEES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT
OF, OR RELATING TO (A) ANY MISREPRESENTATION OR BREACH OF ANY REPRESENTATION