BY THE SECRETARY OF STATE (OR COMPARABLE OFFICE) OF EACH
JURISDICTION IN WHICH THE COMPANY CONDUCTS BUSINESS AND IS REQUIRED TO SO
QUALIFY, AS OF A DATE WITHIN THIRTY (30) DAYS OF THE CLOSING DATE, PROVIDED,
THAT THE BUYERS AND THE COMPANY SHALL RECEIVE VERBAL AFFIRMATION FROM THE
SECRETARY OF STATE OF THE STATES OF NEVADA AND ILLINOIS THAT THE COMPANY IS IN
GOOD STANDING ON THE CLOSING DATE.
(VI)
THE COMPANY SHALL HAVE DELIVERED TO SUCH BUYER A CERTIFIED COPY OF
THE ARTICLES OF INCORPORATION AS CERTIFIED BY THE SECRETARY OF STATE OF THE
STATE OF NEVADA WITHIN TWENTY (20) DAYS OF THE CLOSING DATE.
(VII)
THE COMPANY SHALL HAVE DELIVERED TO SUCH BUYER A CERTIFICATE,
EXECUTED BY THE SECRETARY OF THE COMPANY AND DATED AS OF THE CLOSING DATE, AS TO
(I) THE RESOLUTIONS CONSISTENT WITH SECTION 3(B) AS ADOPTED BY THE COMPANY'S
BOARD OF DIRECTORS IN A FORM REASONABLY ACCEPTABLE TO SUCH BUYER, (II) THE
ARTICLES OF INCORPORATION AND (III) THE BYLAWS, EACH AS IN EFFECT AT THE
CLOSING, IN THE FORM ATTACHED HERETO AS EXHIBIT G.
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(VIII)
THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHALL BE TRUE
AND CORRECT AS OF THE DATE WHEN MADE AND AS OF THE 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 RESPECTS WITH THE COVENANTS, AGREEMENTS AND CONDITIONS REQUIRED BY THE
TRANSACTION DOCUMENTS TO BE PERFORMED, SATISFIED OR COMPLIED WITH BY THE COMPANY
AT OR PRIOR TO THE CLOSING DATE. SUCH BUYER SHALL HAVE RECEIVED A CERTIFICATE,
EXECUTED BY THE CHIEF EXECUTIVE OFFICER OF THE COMPANY, DATED AS OF THE CLOSING
DATE, TO THE FOREGOING EFFECT AND AS TO SUCH OTHER MATTERS AS MAY BE REASONABLY
REQUESTED BY SUCH BUYER IN THE FORM ATTACHED HERETO AS
EXHIBIT H.
(IX)
THE COMPANY SHALL HAVE DELIVERED TO SUCH BUYER A LETTER FROM THE
COMPANY'S TRANSFER AGENT CERTIFYING THE NUMBER OF SHARES OF COMMON STOCK
OUTSTANDING AS OF A DATE WITHIN FIVE DAYS OF THE CLOSING DATE.
(X)
THE COMMON STOCK (I) SHALL BE DESIGNATED FOR QUOTATION OR LISTED
ON THE PRINCIPAL MARKET AND (II) SHALL NOT HAVE BEEN SUSPENDED, AS OF THE
CLOSING DATE, BY THE SEC OR THE PRINCIPAL MARKET FROM TRADING ON THE PRINCIPAL
MARKET NOR SHALL SUSPENSION BY THE SEC OR THE PRINCIPAL MARKET HAVE BEEN
THREATENED, AS OF THE CLOSING DATE, EITHER (A) IN WRITING BY THE SEC OR THE
PRINCIPAL MARKET OR (B) BY FALLING BELOW THE MINIMUM MAINTENANCE REQUIREMENTS OF
THE PRINCIPAL MARKET.
(XI)
THE COMPANY SHALL HAVE OBTAINED ALL GOVERNMENTAL, REGULATORY OR
THIRD PARTY CONSENTS AND APPROVALS, IF ANY, NECESSARY FOR THE SALE OF THE
SECURITIES, INCLUDING WITHOUT LIMITATION, THOSE REQUIRED BY THE PRINCIPAL
MARKET.
(XII)
THE CERTIFICATE OF DESIGNATIONS IN THE FORM ATTACHED HERETO AS
EXHIBIT A SHALL HAVE BEEN FILED WITH THE SECRETARY OF STATE OF THE STATE OF
NEVADA AND SHALL BE IN FULL FORCE AND EFFECT,