Common use of Conditions of Your Obligations Clause in Contracts

Conditions of Your Obligations. Your obligations hereunder are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iii) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company.

Conditions of Your Obligations. Your obligations hereunder are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iii) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company. (d) The Company shall have entered into the Registration Rights Agreement with the Purchasers in the form attached hereto as Exhibit D. If any of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the Closing Date, but you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder are to purchase and pay for the Stock on the Closing Date shall be subject to the accuracy condition that the representations and warranties of the Company and the Selling Shareholder contained herein shall be true and correct in all material respects at and (except as otherwise stated herein) as of the date hereof and at Applicable Time and as of the Closing Date, to the condition that the written statements of an authorized officer of the representations Company made and warranties made herein by delivered pursuant to the Companyprovisions hereof shall be true and correct in all respects, to the compliance in all material respects at and as of the Closing Date performance by the Company with of its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date obligations hereunder and to the following additional conditions: (a) All corporate proceedings and related legal and other matters in connection with the organization of the Company and the registration, authorization, issue, sale and delivery of the Stock shall have been reasonably satisfactory to your counsel, Squire, S▇▇▇▇▇▇ & D▇▇▇▇▇▇ L.L.P., and Squire, S▇▇▇▇▇▇ & D▇▇▇▇▇▇ L.L.P. shall have been timely furnished with such documents, certificates and opinions as they may have requested to enable them to pass upon the issuance and sale of the Stock as contemplated by this Agreement, and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the covenants of the Company or the fulfillment of any of the conditions herein contained. (b) You shall not have stated in writing prior to the Closing Date to advised the Company that any Exchange Act Documentsubsequent to the Applicable Time, the Registration Statement, Disclosure Package or the Final Prospectus or any amendment thereof or supplement thereto contains an untrue statement of fact whichthat, in the opinion of your reasonable opinioncounsel, Squire, S▇▇▇▇▇▇ & D▇▇▇▇▇▇ L.L.P., is material, or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. Subsequent to the Applicable Time or, if earlier, the dates on which information is given in the Registration Statement and the Final Prospectus, (i) there shall not have been any change, or any development involving a prospective material adverse change, in or affecting the business, assets, results of operations or condition (financial or other) of the Company not described in the Disclosure Package or the Final Prospectus, that, in your reasonable opinion, would materially and adversely affect the market for the Stock or make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Stock and (ii) the business, assets, results of operations or condition (financial or other) of the Company shall not have been materially interfered with by any fire, explosion, flood or other calamity, whether or not covered by insurance, or by any labor dispute or court or governmental action, order or decree. (c) You shall have received as of the Closing Date (or prior thereto as indicated) the following: (i) Such opinion or opinions of T▇▇▇▇▇▇▇ H▇▇▇ LLP, counsel for the Company, addressed to you and dated as of the Closing Date, in form and substance satisfactory to you, to the effect that: (A) Each of the Company and its Subsidiaries has been duly incorporated (or otherwise formed, as appropriate) and is validly existing as a corporation (or other entity, as appropriate) in good standing under the laws of the state of its formation, with power and authority (corporate and other) to conduct its business as described in the Disclosure Package and the Final Prospectus. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which the nature of the business as presently conducted by it requires such qualification, except for those jurisdictions in which the failure to so qualify or be in good standing will not result in a Material Adverse Effect. (B) The issuance of the Common Stock is not subject to any statutory preemptive rights arising under Ohio law or under the Company’s organizational documents or, to the best of such counsel’s knowledge, contractual or other similar rights of any securityholder of the Company. The shares of Common Stock to be sold by the Selling Shareholder were issued and sold in compliance with applicable federal and state securities laws and conform to the description thereof contained in the Disclosure Package and the Final Prospectus, and any certificates for the Common Stock are in due and legal form under Ohio law. Except as described in the Final Prospectus, to the best of such counsel’s knowledge, there are no outstanding options, warrants or other rights calling for the issuance of any shares of capital stock of the Company or any security convertible, exchangeable or exercisable for capital stock of the Company. (C) The Registration Statement has become effective under the Act; the Base Prospectus and Final Prospectus have been filed with the Commission pursuant to the subparagraph of Rule 424(b), on the date specified in such opinion; any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d); and no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and not withdrawn, and no proceedings for that purpose have been instituted, are pending or, to such counsel’s knowledge, are contemplated by the Commission. The Registration Statement, the Base Prospectus and the Final Prospectus, and each amendment thereof or supplement thereto (except for the financial statements, notes and schedules and other financial data included therein as to which such counsel need express no opinion), as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Act and the Rules and Regulations; to such counsel’s knowledge, all descriptions in the Registration Statement, the Base Prospectus and the Final Prospectus of contracts or other documents are accurate and fairly present the information required to be shown with respect to such matters, all such contracts and other documents conform in all material respects to the descriptions thereof contained therein, and to the extent such contracts or other documents are required under the Act or the Rules and Regulations to be filed, as exhibits to the Registration Statement, they are so filed; to such counsel’s knowledge, there are no contracts or other documents that are required to be described in the Registration Statement, the Base Prospectus and the Final Prospectus, incorporated by reference therein or filed as exhibits to the Registration Statement by the Act or the Rules and Regulations that are not so described, incorporated by reference or filed; and to such counsel’s knowledge all descriptions in the Registration Statement, the Base Prospectus and the Final Prospectus of statutes, regulations or legal or governmental actions, suits, proceedings or investigations are accurate and fairly present the information required to be shown with respect to such matters and there are no statutes, regulations or legal or governmental actions, suits, proceedings or investigations that are required to be described in the Registration Statement or the Final Prospectus by the Act or the Rules and Regulations that are not so described. (D) The execution, delivery and performance of this Agreement by the Company, the consummation by the Company of the transactions herein contemplated, and the compliance by the Company with all the provisions of this Agreement will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, encumbrance or claim upon any of the assets of the Company pursuant to, any indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the assets of the Company are subject and of which such counsel has knowledge after reasonable investigation, nor will such action result in any violation of the provisions of the Articles of Incorporation or the Code of Regulations or other organizational documents, in each case as amended to the date of such opinion, of the Company, or, to the knowledge of such counsel, any statute or any order, ruling, judgment, decree, rule or regulation applicable to the Company or any Subsidiary of any court or governmental agency or body having jurisdiction over the Company or its Subsidiaries or its business or assets, except as could not reasonably be expect to result in a Material Adverse Effect. (E) No consent, approval, authorization, order, license, certificate, permit, registration or qualification of or with any court or governmental agency or body is required of the Company for the sale of the Stock or the consummation by the Company of the transactions herein contemplated, except: (i) as required under the Act or the Rules and Regulations with respect to the Stock; (ii) as may be required under the Exchange Act or the Exchange Act Rules and Regulations with respect to the Stock; and (iii) for such consents, approvals, authorizations, orders, licenses, certificates, permits, registrations or qualifications as may be required under securities or Blue Sky laws of any jurisdiction in connection with the purchase and distribution of the Stock by you. (F) Except as set forth in the Final Prospectus, to such counsel’s knowledge, there are no legal or governmental actions, suits, proceedings or investigations pending or, to such counsel’s knowledge, threatened or contemplated to which the Company or any of its Subsidiaries is a party, or of which the business or assets (including, without limitation, any of the Licenses) of the Company or any of its Subsidiaries is the subject that is required to be described in the Base Prospectus or the Final Prospectus or that, individually or in the aggregate, could result in a Material Adverse Effect or that might materially and adversely affect the consummation of the transactions contemplated in this Agreement. (G) Neither the Company nor any Subsidiary is in violation of its Articles of Incorporation, Code of Regulations or other organizational documents, in each case as amended to the date of such opinion, and no default exists, and no event has occurred that, with notice or lapse of time, or both, would constitute an event of default by the Company or any Subsidiary in the due performance and observance of any term, covenant or condition of any indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument material to the Company or any Subsidiary, to which the Company or such Subsidiary is a party or by which the Company or such Subsidiary or its business or assets are bound and of which such counsel has knowledge after reasonable investigation. To the knowledge of such counsel, neither the Company nor any Subsidiary is in violation of, in any material respect, any applicable statute or any applicable order, ruling, judgment, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or such Subsidiary or its business, properties or assets. (H) The Company is not and, after giving effect to the offering and sale of the Stock, will not be, an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act and the rules and regulations of the Commission thereunder. (I) To such counsel’s knowledge, each of the Company and the Subsidiaries possesses all Licenses as are necessary under applicable law to operate its properties and to conduct its business as presently conducted and as described in the Final Prospectus except to the extent such failure to obtain such Licenses would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received any notice of any notice of proceedings relating to the revocation or modification of any such Licenses that, if determined adversely to the company or any of its Subsidiaries, would reasonably be expected to have a Material Adverse Effect. (J) Nothing has come to the attention of such counsel, after reasonable investigation and discussion with the Company, that would lead such counsel to believe that any of the representations and warranties of the Company contained in this Agreement or in any certificate or document contemplated under this Agreement to be delivered are not true or correct or that any of the covenants and agreements herein contained to be performed on the part of the Company or any of the conditions herein contained, or set forth in the Registration Statement or the Final Prospectus, to be fulfilled or complied with by the Company have not been or will not be duly and timely performed, fulfilled or complied with. (K) Nothing has come to the attention of such counsel, after reasonable investigation, that would lead such counsel to believe that either the Registration Statement or any amendment thereof or supplement thereto at the time such Registration Statement or amendment or supplement became effective (and each deemed effective date pursuant to Rule 430B(f) under the Act) and at the Closing Date, contains or contained an untrue statement of a material fact or omits or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Disclosure Package or the Final Prospectus or any amendment thereof or supplement thereto as of the date of such Disclosure Package or Final Prospectus or amendment thereof or supplement thereto and as of the Applicable Time or the Closing Date, as the case may be, contains or contained an untrue statement of a material fact or omits or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (it being understood that such counsel need not express any belief or opinion with respect to the financial statements, notes and schedules and other financial data included therein). (bL) The statements incorporated by reference into the Registration Statement, insofar as they constitute statements of law or legal conclusions, are correct in all material respects and fairly present the information presented therein. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws other than the laws of the United States and the State of Ohio, to the extent specified in such opinion, if at all, upon an opinion or opinions of other counsel, familiar with the applicable laws (who shall be counsel satisfactory to your counsel), and (B) as to matters of fact contained within the certificates and written statements of government officials, accountants and authorized officers of the Company, upon such certificates and written statements. You shall have received a certificate, copy of each of such opinion that shall be dated the Closing Date, on behalf addressed to you or otherwise authorizing you to rely thereon. The opinion of such counsel for the Company by shall state that the Chief Executive Officer opinion of any such other counsel is in form satisfactory to such counsel and, in their opinion, you and they are justified in relying thereon. (ii) Such opinion or opinions of T▇▇▇▇▇▇▇ H▇▇▇ LLP, or other counsel for the President Selling Shareholder, addressed to you and dated the chief financial or accounting officer of the Company Closing Date, in form and substance satisfactory to you, to the effect that: (iA) To Assuming that you acquired your interest in the best Stock you purchased from the Selling Shareholder without notice of any adverse claim (within the meaning of Section 8-105 of the knowledge UCC), you, having purchased such Stock delivered on the Closing Date to The Depository Trust Company (“DTC”) or other securities intermediary (within the meaning of Section 8-102(a)(14) of the signersUCC) by making payment therefor as provided herein, and having had such Stock credited to your securities account maintained with DTC or such other securities intermediary, will have acquired a security entitlement (within the representations and warranties meaning of Section 8-102(a)(17) of the Company in this Agreement are true and correct in all material respects at and as of the Closing DateUCC) to such Stock, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions no action based on its part to be performed or satisfied at or prior to the Closing Date; (ii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iii) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company.clai

Conditions of Your Obligations. Your obligations hereunder are subject to (i) the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof hereof, of the representations and warranties made by the Company in Section 2(a), (ii) the accuracy in all material respects at and (except as otherwise stated herein) as of the Closing Date, of the representations and warranties made herein by the CompanyCompany in Section 2(b), to (iii) the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date Date, and to (iv) the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Ronco Asset Purchase and Merger Transaction shall have been consummated. (c) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial Chief Financial or accounting officer Accounting Officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the The representations and warranties of the Company in this Agreement Section 2(b) are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) The Ronco Asset Purchase and Merger Transaction have been consummated; (iii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iiiiv) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company. (d) The Company shall have entered into the Registration Rights Agreement with the Purchasers in the form attached hereto as Exhibit B. (e) You shall have received from counsel to the Company, an opinion, dated the Closing Date, with respect to such matters as you may reasonably request. (f) The Company shall have completed an audit of the financial statements of Ronco Inventions LLC and related entities for the nine months ending September 30, 2004. (g) The Company shall have entered into employment agreements with Richard F. Allen Sr. and Evan J. Warshawsky on terms substantially s▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ forth ▇▇ ▇▇▇ ▇▇▇. (h) The Company shall have entered into Consulting Agreements with Ronald Popeil and Alan Backus, New Product Development Agreement, Tr▇▇▇▇▇▇▇ ▇▇-▇▇isten▇▇ ▇▇▇▇▇▇▇▇t, and Seller Notes, each on terms substantially similar to those set forth in the PPM. (i) You shall have received such other documentation reasonably requested by you to effect the transactions contemplated herein. If any of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the Closing Date, but you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder are ------------------------------ subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) Between the date of this Agreement and the Closing Date, no No litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iii) Between the date of this Agreement and the Closing Date, there has not been any material adverse change, or to the knowledge of the Company, any development involving a prospective material adverse change (so far as the Company may now foresee), in the condition (financial conditionor otherwise), business, or results of operations of the Company. (d) The Company shall have furnished to you such additional certificates as you may have reasonably requested as to compliance at and as of the Closing Date by it with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and as to other conditions to your obligations hereunder. (e) There shall not have been any material adverse change in any legal proceedings or regulatory actions pending or the commencement of similar actions which, if determined adversely to the Company, would have a material adverse effect on the condition (financial or otherwise), business, property, or results of operations of the Company. If any of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the Closing Date, but you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder hereunder, the Closing, and the release of funds raised in the Offering to the Company, are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the each Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the each Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the each Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the each Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iii) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company.

Conditions of Your Obligations. Your obligations hereunder hereunder, the Closing, and the release of funds raised in the Offering to the Company, are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the each Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the each Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the each Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the each Closing Date to the Company that any Exchange Act Canadian Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act a Canadian Document under Item 103 of Regulation S-K , that has not been so disclosed to you; and (iii) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company. (c) The Company shall have entered into the Registration Rights Agreement with the Purchasers in the form attached hereto as Exhibit B. (d) You shall have received (i) from Anfield ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, Barristers and Solicitors, Canadian counsel to the Company, an opinion, dated the initial Closing Date, with respect to the matters covered in Exhibit C; and (ii) from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, attorney, an opinion covering such matters as you may reasonably request. (e) Each director and executive officer of the Company on the Closing Date shall have entered into a one-year lock-up agreement covering all Common Stock beneficially owned by such persons or entities; provided, that such lock-up shall be lifted when a resale registration statement, for the benefit of the Purchasers in this offering, is declared effective by the Commission. (f) The Company shall have furnished to you such additional certificates as you may have reasonably requested as to the accuracy, at and as of the Closing Date, of the representations and warranties made herein by it, as to compliance at and as of the Closing Date by it with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and as to other conditions to your obligations hereunder. If any of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to a Closing Date, but you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact whichthat, in your reasonable opinion, is material, or omits to state a fact whichthat, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer Chief Financial Officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the The representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iii) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in Material Adverse Effect. (c) The Company shall have entered into the financial conditionRelated Agreements. (d) You shall have received from H▇▇▇▇▇▇ & P▇▇▇▇▇, businessP.C., or results of operations counsel to the Company, an opinion, dated the Closing Date, with respect to such matters as you may reasonably request. (e) You shall have received such other documentation reasonably requested by you to effect the transactions contemplated herein. If any of the Companyconditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the Closing Date, but you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder are subject to to: (i) the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof hereof, of the representations and warranties made by the Company in Section 2(a); (ii) the accuracy in all material respects at and (except as otherwise stated herein) as of the Closing Date, of the representations and warranties made herein by the Company, to Company in Section 2(b); (iii) the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date Date; and to (iv) the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Transactions shall have been consummated. (c) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial Chief Financial or accounting officer Accounting Officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the The representations and warranties of the Company in this Agreement Section 2(b) are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) The Transactions have been consummated; (iii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to youCompany; and (iiiiv) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company. (d) The Company shall have entered into the Registration Rights Agreement with the Purchasers. (e) The Company shall have prepared the Information Statement and be prepared to file it with the Commission as soon as practicable following the Closing, but in no event later than 10 days thereafter. (f) You shall have received from Stubbs Alderton & Markiles, LLP, counsel to the Company, an opinion, ▇▇▇▇d ▇▇▇ ▇▇▇sing Date, with respect to such matters as SMH may request. (g) The Company shall have delivered a Voting Agreement executed by each of Keating Reverse Merger Fund, LLC, a Delaware limited liability comp▇▇▇, ▇▇lin Dyne and Daniel S. Guez, substantially in the form atta▇▇▇▇ ▇▇ ▇▇e Exch▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇s EXHIBIT A. (h) The Company shall have delivered a Lock-Up Agreement executed by Colin Dyne, substantially in the form attached hereto as EXHIBIT E, ▇▇▇ ▇▇▇▇el S. Guez, substantially in the form attached hereto as EXHIBIT ▇. (i) You shall have received such other documentation reasonably requested by you to effect the transactions contemplated herein. If any of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the Closing Date, but you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder are subject to (i) the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof hereof, of the representations and warranties made by the Company in Section 2(a), (ii) the accuracy in all material respects at and (except as otherwise stated herein) as of the Closing Date, of the representations and warranties made herein by the CompanyCompany in Section 2(b), to (iii) the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date Date, and to (iv) the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Ronco Asset Purchase and Merger Transaction shall have been consummated. (c) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial Chief Financial or accounting officer Accounting Officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the The representations and warranties of the Company in this Agreement Section 2(b) are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) The Ronco Asset Purchase and Merger Transaction have been consummated; (iii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iiiiv) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company. (d) The Company shall have entered into the Registration Rights Agreement with the Purchasers in the form attached hereto as Exhibit B. (e) You shall have received from counsel to the Company, an opinion, dated the Closing Date, with respect to such matters as you may reasonably request. (f) The Company shall have completed an audit of the financial statements of Ronco Inventions LLC and related entities for the nine months ending September 30, 2004. (g) The Company shall have entered into employment agreements with Richard F. Allen Sr. and Evan J. Warshawsky on terms substantially si▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇orth ▇▇ ▇▇▇ ▇▇▇. (h) The Company shall have entered into Consulting Agreements with Ronald Popeil and Alan Backus, New Product Development Agreement, Tra▇▇▇▇▇▇ ▇▇-▇▇▇stenc▇ ▇▇▇▇▇▇▇▇▇, and Seller Notes, each on terms substantially similar to those set forth in the PPM. (i) You shall have received such other documentation reasonably requested by you to effect the transactions contemplated herein. If any of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the Closing Date, but you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Document, or any amendment or supplement thereto contains an untrue statement of fact whichthat, in your reasonable opinion, is material, or omits to state a fact whichthat, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer Chief Financial Officer of the Company to the effect that: (i) To the best of the knowledge of the signers, the The representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) Between the date of this Agreement and the Closing Date, no litigation has been instituted or, to the knowledge of the Company, threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K that has not been so disclosed to you; and (iii) Between the date of this Agreement and the Closing Date, there has not been any material adverse change in the financial condition, business, or results of operations of the Company. (c) The Company shall have entered into the Related Agreements. (d) You shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Company, an opinion, dated the Closing Date, with respect to such matters as you may reasonably request. (e) You shall have received such other documentation reasonably requested by you to effect the transactions contemplated herein. If any of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the Closing Date, but you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the each respective Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the each respective Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the respective Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the a Closing Date to the Company that any Exchange Act Documentthe respective Memorandum, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a material fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received a certificatefrom ▇▇▇▇▇▇▇ ▇▇▇▇▇ Battle & ▇▇▇▇▇▇, LLP, counsel for the Company, an opinion, dated the Closing Date, on behalf substantially to the effect set forth in EXHIBIT D hereto. (c) You shall have received a certificate, dated as of the Company by each respective Closing Date, of the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect thatPresident: (i) No injunction preventing or suspending the use of the Memorandum has been issued, and, to the knowledge of the signers, no proceedings for that purpose have been instituted or are pending or contemplated under the Act or any state securities laws; (ii) To the best of the knowledge of the signers, the representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (iiiii) Between To the date knowledge of this Agreement and the Closing Datesigners, no litigation has been instituted or, to the knowledge of the Company, or threatened against the Company or any of the Affiliates of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K the Memorandum that has is not been so disclosed to youdisclosed; and (iiiiv) Between Except as disclosed in the respective Memorandum between the date of this Agreement and the such Closing Date, there has not been any material adverse change, or to the knowledge of the Company, any development involving a prospective material adverse change (so far as the Company may now reasonably foresee), in the condition (financial or otherwise), business, prospects, or results of operations of the Company and the Affiliates taken as a whole. (d) The Company shall have furnished to you such additional certificates as you may have reasonably requested as to the accuracy, at and as of the respective Closing Date, of the representations and warranties made herein by it, as to compliance at and as of the respective Closing Date by it with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the respective Closing Date and as to other conditions to your obligations hereunder. (e) There shall not have been any material adverse change in any legal proceedings or regulatory actions pending or the commencement of similar actions which, if determined adversely to the Company, would have a material adverse effect on the condition (financial conditionor otherwise), business, property, or results of operations of the Company. If any of the conditions provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the respective Closing Date, but you shall be entitled to waive any of such conditions.

Conditions of Your Obligations. Your obligations hereunder are subject to the accuracy in all material respects at and (except as otherwise stated herein) as of the date hereof and at and as of the Closing Date, of the representations and warranties made herein by the Company, to the compliance in all material respects at and as of the Closing Date by the Company with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and to the following additional conditions: (a) You shall not have stated in writing prior to the Closing Date to the Company that any Exchange Act Documentthe Memorandum, or any amendment or supplement thereto contains an untrue statement of fact which, in your reasonable opinion, is material, or omits to state a fact which, in your reasonable opinion, is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) You shall have received from Squire, Sanders & Dempsey L.L.P., co▇▇▇▇▇ ▇or ▇▇▇ ▇▇▇pany, an opinion, dated the Closing Date, substantially to the effect set forth in Exhibit II hereto. (c) You shall have received from Snell & Smith, P.C., your cou▇▇▇▇, a▇ ▇▇▇▇▇▇▇ ▇r opinions dated the Closing Date with respect to such matters as you may reasonably request, and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (d) You shall have received a certificate, dated the Closing Date, on behalf of the Company by the Chief Executive Officer or the President and the chief financial or accounting officer of the Company to the effect that: (i) To No injunction preventing or suspending the use of the Memorandum has been issued, and, to the best of the knowledge of the signers, no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act or any State securities laws; (ii) The representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (iiiii) Between the date of this Agreement and the Closing Date, no No litigation has been instituted or, to the knowledge of the Company, or threatened against the Company of a character required to be disclosed in an Exchange Act Document under Item 103 of Regulation S-K the Memorandum that has is not been so disclosed to youdisclosed; and (iiiiv) Between the date of this Agreement and the Closing Date, there has not been any material adverse change, or to the knowledge of the Company, any development involving a prospective material adverse change (so far as the Company may now foresee), in the condition (financial conditionor otherwise), business, prospects, or results of operations of the Company. (e) The Company shall have furnished to you such additional certificates as you may have reasonably requested as to the accuracy, at and as of the Closing Date, of the representations and warranties made herein by it, as to compliance at and as of the Closing Date by it with its covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date and as to other conditions to your obligations hereunder. (f) There shall not have been any material adverse change in any legal proceedings or regulatory actions pending or the commencement of similar actions which, if determined adversely to the Company, would have a material adverse effect on the condition (financial or otherwise), business, property, or results of operations of the Company. (g) You shall have received a Lock-Up Letter from each executive officer and director of the Company. If any of the conditions provided for in this Section 8 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to the Closing Date, but you shall be entitled to waive any of such conditions.