Conditions of the Purchaser to Initial Closing. The obligations of the Purchaser to purchase the Proprietary Information and to issue the Initial Closing Shares, are subject to the fulfillment at or before such Initial Closing of the following conditions precedent (to the extent indicated below), any one or more of which may be waived in whole or in part by the Purchaser:

Consideration at the Initial Closing. Subject to the terms and conditions hereof, at the Initial Closing in consideration to the Proprietary Information the Purchaser shall issue, allot and deliver to Seller, and Seller shall purchase and receive from the Purchaser, the Initial Closing Shares.

Conditions Precedent to Obligations of the Purchaser. The obligation of the Purchaser to consummate the purchase of the Initial Closing Purchase Securities to be purchased by the Purchaser at the Initial Closing shall be subject to each of the following conditions, any of which conditions may be waived in writing by the Purchaser in its sole discretion: