DECLARED
EFFECTIVE BY THE SEC PRIOR TO THE FIRST ADVANCE NOTICE DATE.
(B)
AUTHORITY.
THE COMPANY SHALL HAVE OBTAINED
ALL PERMITS AND QUALIFICATIONS REQUIRED BY ANY APPLICABLE STATE IN ACCORDANCE
WITH THE REGISTRATION RIGHTS AGREEMENT FOR THE OFFER AND SALE OF THE SHARES OF
COMMON STOCK, OR SHALL HAVE THE AVAILABILITY OF EXEMPTIONS THEREFROM.
THE SALE
AND ISSUANCE OF THE SHARES OF COMMON STOCK SHALL BE LEGALLY PERMITTED BY ALL
LAWS AND REGULATIONS TO WHICH THE COMPANY IS SUBJECT.
(C)
FUNDAMENTAL CHANGES. THERE SHALL NOT EXIST
ANY FUNDAMENTAL CHANGES TO THE INFORMATION SET FORTH IN THE REGISTRATION
STATEMENT WHICH WOULD REQUIRE THE COMPANY TO FILE A POST-EFFECTIVE AMENDMENT TO
THE REGISTRATION STATEMENT.
17
(D)
PERFORMANCE BY THE COMPANY.
THE COMPANY
SHALL HAVE PERFORMED, SATISFIED AND COMPLIED IN ALL MATERIAL RESPECTS WITH ALL
COVENANTS, AGREEMENTS AND CONDITIONS REQUIRED BY THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, THE CONDITIONS SPECIFIED IN SECTION 2.5 HEREOF) AND THE
REGISTRATION RIGHTS AGREEMENT TO BE PERFORMED, SATISFIED OR COMPLIED WITH BY THE
COMPANY AT OR PRIOR TO EACH CONDITION SATISFACTION DATE.
(E)
NO INJUNCTION.
NO STATUTE, RULE,
REGULATION, EXECUTIVE ORDER, DECREE, RULING OR INJUNCTION SHALL HAVE BEEN
ENACTED, ENTERED, PROMULGATED OR ENDORSED BY ANY COURT OR GOVERNMENTAL AUTHORITY
OF COMPETENT JURISDICTION THAT PROHIBITS OR DIRECTLY AND ADVERSELY AFFECTS ANY
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND NO PROCEEDING SHALL HAVE
BEEN COMMENCED THAT MAY HAVE THE EFFECT OF PROHIBITING OR ADVERSELY AFFECTING
ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(F)
NO SUSPENSION OF TRADING IN OR DELISTING
OF COMMON STOCK.
THE TRADING OF THE COMMON STOCK IS NOT SUSPENDED BY THE SEC OR
THE PRINCIPAL MARKET (IF THE COMMON STOCK IS TRADED ON A PRINCIPAL MARKET).
THE
ISSUANCE OF SHARES OF COMMON STOCK WITH RESPECT TO THE APPLICABLE CLOSING, IF
ANY, SHALL NOT VIOLATE THE SHAREHOLDER APPROVAL REQUIREMENTS OF THE PRINCIPAL
MARKET (IF THE COMMON STOCK IS TRADED ON A PRINCIPAL MARKET).
THE COMPANY SHALL
NOT HAVE RECEIVED ANY NOTICE THREATENING THE CONTINUED LISTING OF THE COMMON
STOCK ON THE OTCBB (IF THE COMMON STOCK IS TRADED ON THE OTCBB).
(G)
MAXIMUM ADVANCE AMOUNT.
THE AMOUNT OF AN
ADVANCE REQUESTED BY THE COMPANY SHALL NOT EXCEED THE MAXIMUM ADVANCE AMOUNT.
IN ADDITION, IN NO EVENT SHALL THE NUMBER OF SHARES ISSUABLE TO THE INVESTOR
PURSUANT TO AN ADVANCE CAUSE THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK
BENEFICIALLY OWNED BY THE INVESTOR AND ITS AFFILIATES TO EXCEED NINE AND 9/10
PERCENT (9.9%) OF THE THEN OUTSTANDING COMMON STOCK OF THE COMPANY.
FOR THE
PURPOSES OF THIS SECTION BENEFICIAL OWNERSHIP SHALL BE CALCULATED IN ACCORDANCE
WITH SECTION 13(D) OF THE EXCHANGE ACT.
(H)
NO KNOWLEDGE.
THE COMPANY HAS NO KNOWLEDGE
OF ANY EVENT WHICH WOULD BE MORE LIKELY THAN NOT TO HAVE THE EFFECT OF CAUSING
SUCH REGISTRATION STATEMENT TO BE SUSPENDED OR OTHERWISE INEFFECTIVE.
(I)
OTHER.
ON EACH CONDITION SATISFACTION
DATE, THE INVESTOR SHALL HAVE RECEIVED THE CERTIFICATE EXECUTED BY AN OFFICER OF
THE COMPANY IN THE FORM OF EXHIBIT A ATTACHED HERETO.
ARTICLE VIII.