PRIOR TO THE CLOSING DATES.
(D)
YA GLOBAL SHALL HAVE RELEASED TWO HUNDRED THOUSAND DOLLARS
($200,000) FROM ESCROW TO THE COMPANY FOR WORKING CAPITAL PURPOSES.
8.
CONDITIONS TO THE BUYER'S OBLIGATION TO PURCHASE.
(A)
THE OBLIGATION OF THE BUYER(S) HEREUNDER TO PURCHASE THE NOTES AT
THE FIRST CLOSING IS SUBJECT TO THE SATISFACTION, AT OR BEFORE THE FIRST CLOSING
DATE, OF EACH OF THE FOLLOWING CONDITIONS, PROVIDED THAT THESE CONDITIONS ARE
FOR THE BUYER'S SOLE BENEFIT AND MAY BE WAIVED BY THE BUYER AT ANY TIME IN ITS
SOLE DISCRETION:
(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 PRIMARY MARKET, TRADING IN THE COMMON STOCK SHALL NOT HAVE BEEN SUSPENDED
FOR ANY REASON.
(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
NOTES 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 FIRST
CLOSING DATE.
(VII)
THE COMPANY SHALL HAVE DELIVERED TO THE BUYERS A CERTIFICATE,
EXECUTED BY THE SECRETARY OR ASSISTANT 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)
THE COMPANY OR THE BUYER SHALL HAVE FILED A FORM 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 AGREEMENT DATED THE DATE HEREOF AND
PROVIDED PROOF OF SUCH FILING TO THE BUYER(S).
(IX)
THE COMPANY SHALL HAVE USED ITS BEST EFFORTS TO PROVIDE TO THE