CASE, SUCH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND
CORRECT WITHOUT FURTHER QUALIFICATION) 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 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 CLOSING DATE
(IV)
THE COMPANY SHALL HAVE EXECUTED AND DELIVERED TO THE BUYER(S) THE
CONVERTIBLE DEBENTURES AND WARRANTS IN THE RESPECTIVE 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 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 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
CLOSING.
(VIII)
THE COMPANY SHALL HAVE COOPERATED WITH THE BUYER(S) AS THE
BUYER(S) MAY REQUEST TO FILE AN AMENDMENT TO THE EXISTING UCC-1S FILED IN
CONNECTION WITH THE SECURITY DOCUMENTS, AND SHALL HAVE FILED A UCC-1 OR SUCH
OTHER FORMS AS MAY BE REQUIRED TO PERFECT THE BUYER'S INTEREST IN THE PLEDGED
PROPERTY AS DETAILED IN THE SECURITY DOCUMENTS AND PROVIDED PROOF OF SUCH FILING
TO THE BUYER(S).
18
(IX)
THE COMPANY SHALL HAVE DELIVERED THE PLEDGED SHARES AS WELL AS
EXECUTED AND MEDALLION GUARANTEED STOCK POWERS AS REQUIRED PURSUANT TO THE
PLEDGE AND ESCROW AGREEMENT.
(X)
THE COMPANY SHALL HAVE OBTAINED THE APPROVAL OF THE SENSEIT CORP.
AND THE STOCKHOLDERS OF SENSEIT CORP IN ORDER TO ENTER INTO THE PLEDGE AND
ESCROW AGREEMENT.
(XI)
THE COMPANY SHALL HAVE PROVIDED TO THE BUYER AN ACKNOWLEDGEMENT,
TO THE SATISFACTION OF THE BUYER, FROM THE COMPANY'S INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS AS TO ITS ABILITY TO PROVIDE ALL CONSENTS REQUIRED IN ORDER
TO FILE A REGISTRATION STATEMENT IN CONNECTION WITH THIS TRANSACTION.
(XII)
THE COMPANY SHALL HAVE CREATED THE SHARE RESERVE.
(XIII)
THE IRREVOCABLE TRANSFER AGENT INSTRUCTIONS, IN FORM AND
SUBSTANCE SATISFACTORY TO THE BUYER, SHALL HAVE BEEN DELIVERED TO AND
ACKNOWLEDGED IN WRITING BY THE COMPANY'S TRANSFER AGENT.
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,