CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SECURITIES. Notwithstanding anything to the contrary in this Agreement, the Investor may choose to reduce the Investment Amount under this Agreement if at Closing # the Registration Statement is not effective, # if the Common Stock has been suspended from trading on the Principal Market, # if there is an injunction issued and remaining in force or an action commenced by a governmental authority prohibiting the purchase or the issuance of the Securities or # if the Common Stock has traded below a Six Million Dollar ($6,000,000) Market Capitalization on Closing.

Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

Conditions Precedent to Obligation of the Parties. The respective obligation of each Party hereto to consummate the Transaction is subject to the satisfaction or waiver, in writing, on or prior to the Closing Date of the following conditions:

Binding Obligation. Each Borrower Basic Document constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).

Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Parent Support Provider, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar Laws affecting creditors' rights generally and, if applicable, the rights of creditors from time to time in effect or by general principles of equity.

Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of [[Organization A:Organization]], which is absolute and unconditional, to pay the principal, liquidated damages, and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of [[Organization A:Organization]]. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.

The amounts credited to each Eligible Director’s Account shall not be held by the Company in a trust, escrow or similar fiduciary capacity, and neither the Eligible Director, nor any legal representative, shall have any right against the Company with respect to any portion of the Account except as a general unsecured creditor of the Company.

UNSECURED OBLIGATION . Your Award is unfunded, and as a holder of a vested Share Unit, you will be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue Common Shares pursuant to this Agreement. You will not have voting or any other rights as a shareholder of the Company with respect to the Common Shares subject to your Award until such Common Shares are issued to you pursuant to Section 4 of this Agreement. Upon such issuance, you will obtain full voting and other rights as a shareholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

REPORTING OBLIGATION. While this Agreement is in effect, the Director shall immediately report to the Company in the event: # the Director knows or has reason to know or should have known that any of the requirements specified in Clause 2(d) hereof is not satisfied or is not going to be satisfied; and # the Director simultaneously serves on an audit committee of any other public company.

Each party shall keep strictly confidential this agreement and the other party’s business secret and technical information it obtains during performance of this agreement. The business secret includes but is not limited to any information relating to the other party’s network, sale, cost, and other undisclosed financial information, product and operation plan, design plan, and marketing data. Neither party may disclose any business secret of the other party to any third party without the other party’s written consent. Each party shall ensure its employee will comply with the confidentiality obligation hereof.