Common use of Conditions of Closing Clause in Contracts

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business business, except for the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. . D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Securities Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, ------------ as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "“Closing Date"”) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's ’s obligations and the accuracy of the Placement Agent's ’s representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "“Blue Sky" ” law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date date of Closing closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the an opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Purchasers to deliver at the Closing Time executed Subscription Agreements shall be subject conditional upon each Purchaser being satisfied with the results of its due diligence investigations relating to the continuing accuracy Company and upon the fulfilment or waiver by each Purchaser at or before the Closing Time of the following conditions, which conditions the Company covenants to use its best efforts to fulfil or cause to be fulfilled prior to the Closing Time: (a) the execution and delivery of this Agreement and the Subscription Agreements, the due authorization of the issuance of the Common Shares shall have been duly authorized by all necessary corporate action; (b) any necessary consents or approvals of the Securities Regulators with respect to the issue and sale of the Common Shares shall have been obtained, and the conditional approval of the Stock Exchanges to list the Common Shares shall have been obtained; (c) the Purchasers shall have received certificates addressed to the Purchasers and to the Subscribers, dated as of the date of Closing, signed by the President and the Chief Executive Officer of the Company, or such other officer or officers of the Company as the Purchasers may accept, certifying on behalf of the Company to the effect that, except as has been generally disclosed at the date thereof: (i) no order, ruling or determination suspending or cease trading the Common Shares has been issued, and no proceedings for that purpose have been instituted or, to the knowledge of such officer, contemplated or threatened by any Securities Commission; (ii) other than as disclosed in the Disclosure Documents, since November 9, 2010 there has not been any change as it relates to the Company and its Subsidiaries on a consolidated basis that has or could reasonably be expended to result in a Company Material Adverse Effect; (iii) other than as disclosed in the Disclosure Documents, since November 9, 2010 no material fact has arisen or has been discovered which would have been required to have been stated in the Disclosure Documents had the fact arisen or been discovered on, or prior to the date of such Disclosure Documents; (iv) the representations and warranties of the Company contained in this Agreement are true and the Investor herein correct in all material respects as of the date hereof Closing Time with the same force and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, effect as if it had been made on and as of such Closing Date; the accuracy on at and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions:Time; A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no the Company has complied in all material amount respects with all the terms and conditions of this Agreement on its part to be complied with at or before the assets Closing Time; and (vi) as to such other matters of a factual nature as are appropriate and usual in the circumstances and as the Purchasers or the Purchasers’ Counsel may reasonably request; and (d) the Company shall have been pledged or mortgaged, except as indicated delivered to each Purchaser’s custodian of securities identified in Section 9 below the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for certificates representing the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorShares.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) If requested by the effectiveness of Selling Agent, MLAI shall deliver a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel certificate to the Company, dated effect that: (i) the representations and warranties of MLAI contained herein are true and correct with the same effect as though expressly made at the Initial Closing Time and in respect of the Memorandum as in effect at the Initial Closing Time; and (ii) MLAI has performed all covenants and agreements herein contained to be performed on its part as of or prior to the date thereofInitial Closing Time. (b) As of the Initial Closing Time, which opinion Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel to the Manager, shall be deliver to all the parties hereto its opinion, in form and substance reasonably satisfactory to each of the Investor, their counsel and the Placement Agentparties hereto. B. At or prior to the Closing, the Investor and the Placement Agent (c) The parties hereto shall have been furnished with such documentsadditional information, opinions, certificates and opinions documents, including supporting documents relating to parties described in the Memorandum and letters of representation signed by such parties with regard to information relating to them and included in the Memorandum as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained; and all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to Sidley Xxxxxx Xxxxx & Xxxx LLP. C. At and prior to (d) As of each Additional Closing Time, the Closing, (i) there parties hereto shall have been no material adverse change nor development involving a prospective change in furnished with such information, opinions and certified documents as the condition Manager and the Selling Agent may deem to be necessary or prospects or the business activities, financial or otherwise, appropriate. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be canceled by any change party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the indebtedness (long Initial Closing Time, and any such cancellation or short term) or liabilities or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 6. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at Purchaser acknowledges that the offices Company’s obligation to sell the Purchased Shares to the Purchaser is subject to, among other things, the following conditions: (a) the Purchaser or Beneficial Purchaser, if any, executing and returning to the Company all documents required by the Securities Laws, including, without limitation, the documents set out in paragraph 3 hereof, for delivery on behalf of the Investor Purchaser or its counsel. The obligations Beneficial Purchaser, if any, including by no later than 5:00 p.m. (Eastern Daylight Time) on the date that is three (3) days before the Closing Date; (b) the Company having obtained all required regulatory and corporate approvals, to permit the completion of the Placement Agent hereunder shall be subject transactions contemplated hereby; (c) the Company accepting this subscription; (d) the issue and sale and delivery of the Purchased Shares being exempt from the requirements to file a prospectus or deliver an offering memorandum (as defined in applicable Securities Laws, including Ontario Securities Commission Rule 14-501 “Definitions”) or any similar document under applicable Securities Laws relating to the continuing accuracy issue, sale and delivery of the Purchased Shares, or exempt from registration under the U.S. Securities Act, as applicable, or that the Company has received such orders, consents or approvals as may be required to permit such issue, sale and delivery of the Purchased Shares without the requirement of filing a prospectus or delivering an offering memorandum or any similar document; and (e) the representations and warranties of the Company Purchaser under this Subscription Agreement being true and correct as at the Investor herein Closing Time. The Purchaser and each Beneficial Purchaser, if any, acknowledge and agree that as the sale of the date hereof Shares will not be qualified by a prospectus, such sale is subject to the condition that the Purchaser (or, if applicable each Beneficial Purchaser) sign and as of the Date of Closing (the "Closing Date") with respect return to the Company or all relevant documentation required by the InvestorSecurities Laws. The Purchaser and each Beneficial Purchaser, if any, acknowledges and agrees that the Company will be required to provide to the Securities Commissions a list setting out the identities of the Beneficial Purchasers of the Purchased Shares. Notwithstanding that the Purchaser may be purchasing Shares on behalf of an undisclosed Beneficial Purchaser (if permissible under the relevant Securities Laws), the Purchaser agrees to provide, on request, particulars as to the case may be, as if it had been made on and as identity of such Closing Date; the accuracy on and undisclosed Beneficial Purchaser as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance may be required by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence comply with the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein containedforegoing and Securities Laws. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "“Closing Date"”) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) If requested by the effectiveness of Selling Agent, MLAI shall deliver a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel certificate to the Company, dated effect that: (i) the representations and warranties of MLAI contained herein are true and correct with the same effect as though expressly made at the Initial Closing Time and in respect of the Disclosure Document as in effect at the Initial Closing Time; and (ii) MLAI has performed all covenants and agreements herein contained to be performed on its part as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent Initial Closing Time. (b) The parties hereto shall have been furnished with such documentsadditional information, opinions, certificates and opinions documents, including supporting documents relating to parties described in the Disclosure Document and letters of representation signed by such parties with regard to information relating to them and included in the Disclosure Document as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained. C. At and prior to (c) As of each Additional Closing Time, the Closing, (i) there parties hereto shall have been no material adverse change nor development involving a prospective change in furnished with such information, opinions and certified documents as the condition Sponsor and the Selling Agent may deem to be necessary or prospects or the business activities, financial or otherwise, appropriate. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be canceled by any change party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the indebtedness (long Initial Closing Time, and any such cancellation or short term) or liabilities or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 6. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. (a) The Purchaser’s obligation to purchase the Purchaser’s Shares at the Closing Time shall be held conditional upon the fulfillment at or before the offices Closing Time of the Investor or its counsel. The obligations following conditions: (i) the Purchaser shall have received evidence that all requisite approvals of the Placement Agent hereunder shall be shareholders of the Corporation and conditional approval of the Stock Exchange (subject to the continuing accuracy fulfillment of customary post-closing conditions) have been obtained by the Corporation in order to complete the Offering and the issuance of the Preferred Shares; (ii) the Corporation shall have received disinterested approval of its board of directors; (iii) this Subscription Agreement and the certificates representing the Preferred Shares shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Purchaser, acting reasonably; (iv) the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the Secretary of the Corporation, or such other officer of the Corporation as the Purchaser may agree, certifying for and on behalf of the Corporation, to the best of the knowledge, information and belief of the person so signing (without personal liability), that: A. the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Subscription Agreement on its part to be complied with and satisfied at or prior to the Closing Time; and B. the representations and warranties of the Company Corporation contained herein are true and correct as at the Investor herein as of Closing Time, with the date hereof same force and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, effect as if it had been made on and as of such Closing Date; the accuracy on and as of at the Closing Date of the statements of the officers of the Company made pursuant Time after giving effect to the provisions hereof; and transactions contemplated hereby; (v) the performance by Purchaser shall have received a customary opinion of counsel for the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and Corporation in a form mutually agreeable to the following further conditions:parties; A. Upon (vi) the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent Corporation shall have been furnished such documents, certificates waived all applicable anti-takeover measures under the Corporation’s charter documents and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained.applicable law; and C. At and prior to the Closing, (ivii) there shall have been no Material Adverse Effect. Material Adverse Effect shall mean an event, change or occurrence that individually, or together with any other event, change or occurrence, has a material adverse change nor development involving impact on the Corporation’s financial position, business or results of operations; provided, however, that the term Material Adverse Effect shall not include the impact of (i) changes in laws of general applicability or interpretations thereof by courts or other governmental authorities, (ii) changes in generally accepted accounting principles, (iii) seasonal fluctuations in the Corporation’s performance due to general economic conditions that do not have a prospective disproportionately adverse effect on the Corporation, (iv) the announcement of the transactions contemplated by this Term Sheet, (v) any action taken at Purchaser’s request, or (vi) a change in the condition or prospects or the business activities, financial or otherwise, market price of the Company from Common Shares. (b) The Corporation’s obligation to issue the latest dates as Purchaser’s Shares at the Closing Time shall be conditional upon the fulfillment at or before the Closing Time of which such condition is set forth the following conditions: (i) this Subscription Agreement and the certificates representing the Preferred Shares shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Offering Materials; Corporation, acting reasonably; (ii) there the Corporation shall have been no transaction, not in received all requested approvals of the ordinary course Shareholders of business except the transactions pursuant Corporation and conditional approval of the Stock Exchange (subject to the Securities Purchase Agreement entered into fulfillment of customary post-closing conditions) have been obtained by the Company on the date hereof which has not been disclosed Corporation in order to complete the Offering Materials or to and the Placement Agent in writing; issuance of the Preferred Shares; (iii) except as set forth the Corporation shall receive the Purchase Price in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; immediately available funds; (iv) except as set forth the holders of not more than 1% of the issued and outstanding Common Shares, in the Offering Materialsaggregate, shall have exercised dissent rights in connection with the Company shall not have issued any securities (other than those amendment to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution Articles of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations Incorporation of the Company Corporation (contingent or otherwisethe “Articles”) and trade payable debt; (v) no material amount of required to create the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsPreferred Shares. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. 8.1 The Closing shall be held at obligation of ParentCo to complete the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder transactions contemplated herein shall be subject to the continuing accuracy following conditions to be fulfilled and/or performed at or prior to the Time of Closing on the Closing Date: (a) ParentCo shall have received the requisite Shareholder approval to increase its authorized ParentCo Common Shares in sufficient amounts to meet its obligations hereunder and under the LuxCo Share Exchange Agreement; (b) the Bank Agreements and any share purchase warrants referred to therein shall have been duly and validly assigned by Hippocampe to ParentCo in a form satisfactory to ParentCo; (c) the representations and warranties of the Company Shareholders contained in this Agreement shall be true and correct in all material respects at the Investor herein as Time of Closing, with the date hereof same force and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, effect as if it had been such representations and warranties were made on at and as of such Closing Datetime; (d) the Shareholders shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them; the accuracy on and as and (e) in aggregate, at least 90% of the Closing Date of the statements of the officers of the Company made issued and outstanding Hippocampe Common Shares shall have been contributed to ParentCo and/or LuxCo pursuant to the provisions hereof; this Agreement and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution LuxCo Share Exchange Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At 8.2 In the event that the conditions referred to in Section 8.1 hereof shall not have been fulfilled at or prior to the ClosingTime of Closing to the satisfaction of ParentCo, the Investor and the Placement Agent shall have been furnished such documentsacting reasonably, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materialswaived by ParentCo, or in order the event that the Closing Date has not occurred on or prior to evidence the accuracyMarch 31, completeness or satisfaction of any 2001, this Agreement shall be rescinded and ParentCo shall be released from all obligations hereunder. 8.3 The obligation of the representations, warranties Shareholders to complete the transactions contemplated herein shall be subject to the following conditions to be fulfilled and/or performed at or conditions herein contained. C. At and prior to the Closing, Time of Closing on the Closing Date: (ia) there ParentCo shall have been no material adverse change nor development involving a prospective change in the condition received an indemnity from MFC Bancorp Ltd. from and against all claims or prospects or actions arising out of the business activities, financial or otherwise, and undertakings of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant ParentCo prior to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; Time of Closing; (iiib) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are ParentCo contained in this Agreement shall be true and correct. E. The Placement Agent shall have no obligation to insure that (x) any checkcorrect in all material respects at the Time of Closing, note, draft or other means of payment for with the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations same force and the accuracy of the Placement Agent's effect as if such representations and warranties hereunderwere made at and as of such time; (c) ParentCo shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it; and (d) in aggregate, (1) the Offering is exempt from the registration requirements at least 90% of the 1933 Act issued and outstanding Hippocampe Common Shares shall have been contributed to ParentCo and/or LuxCo pursuant to this Agreement and the LuxCo Share Exchange Agreement. 8.4 In the event that the conditions referred to in Section 8.3 hereof shall not have been fulfilled at or any applicable state "Blue Sky" law prior to the Time of Closing to the satisfaction of the Shareholders, acting reasonably, or (2) waived by the Investor is an Accredited InvestorShareholders, or in the event that the Closing Date has not occurred on or prior to March 31, 2001, this Agreement shall be rescinded and the Shareholders shall be released from all obligations hereunder.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. 7.1 The Closing shall Purchaser has entered into this Agreement in reliance upon representations, covenants and agreements of the Issuer and the Borrower contained herein, in reliance upon the representations, covenants and agreements to be held contained in the documents and instruments to be delivered at the offices Closing and upon the performance by the Issuer and the Borrower of their obligations hereunder, both as of the Investor or its counsel. The obligations date hereof and as of the Placement Agent hereunder shall Closing Date. Accordingly, the Purchaser's obligations under this Agreement to purchase, to accept delivery of and to pay for the Bonds will be subject to the continuing performance by the Issuer and the Borrower of their respective obligations to be performed by them hereunder at or prior to the Closing, and to the accuracy in all material respects of the representations representations, covenants and warranties agreements of the Company Issuer and of the Investor Borrower contained herein as of the date hereof and as of the Date of Closing (as if made on the "Closing Date") with respect , and will also be subject to the Company following additional conditions: (a) The Purchaser shall not have discovered any material error, misstatement or omission in the representations and warranties made by either of the Issuer or the InvestorBorrower in this Agreement, as the case may be, as if it had which representations and warranties will be deemed to have been made on again at and as of such the time of the Closing Date; and will then be true in all material respects. (b) The Borrower and the accuracy Issuer shall have each performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by them at or prior to Closing. (c) This Agreement, the other Issuer Documents and the Loan Documents each shall have been executed and delivered by each of the parties thereto, shall be in full force and effect on and as of the Closing Date and shall be in form and substance satisfactory to the Purchaser and no event of default shall exist under any such documents. 7.2 In addition to the conditions set forth in Section 7.1, the obligations of the statements Purchaser to consummate at the Closing the transactions contemplated hereby are subject to receipt by the Purchaser of the officers following items: (a) An opinion of Bond Counsel, dated the Closing Date and addressed to the Purchaser, substantially in the form set forth in Exhibit C; (b) An opinion of counsel (addressed to the Purchaser and the Trustee) or certificate of the Company made pursuant Issuer, satisfactory in form and substance to the provisions hereof; Purchaser, dated the Closing Date and covering the points identified in Exhibit D; (c) An opinion or opinions of counsel to the Borrower, the Partners and the performance Guarantor, addressed to the Issuer and the Purchaser dated the Closing Date and substantially in the form set forth in Exhibit E; (d) A certificate of the Borrower, dated the Closing Date and signed by the Company Partners, in form and substance satisfactory to the Purchaser and Bond Counsel, respecting certain tax matters as may be reasonably required by Bond Counsel to enable it to give its opinion; (e) An opinion of counsel to the Trustee or Trustee’s certificate addressed to the Purchaser, covering the points identified in Exhibit F; (f) A properly completed and executed IRS Form 8038; (g) A certified copy of the Resolution and an executed original of each of the Issuer Documents and the Investor on Loan Documents; and (h) Such additional financing statements, legal opinions, certificates and other documents as the Purchaser or Bond Counsel may reasonably deem necessary to evidence the truth and accuracy as of the Closing Date of its covenants the respective representations and obligations hereunder warranties herein contained and to evidence compliance by the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor Issuer and the Placement Agent shall receive the opinion of Counsel to the CompanyBorrower with this Agreement and all applicable legal requirements, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At due performance and satisfaction by either of you at or prior to the Closing, the Investor such time of all agreements then to be performed and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them all conditions then to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of be satisfied by you. 7.3 If any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph Sections 7.1 or 7.2 have not been met on the Closing Date, the Purchaser may, at its sole option, terminate this Agreement or proceed to Closing upon waiving any rights under this Agreement with respect to any such condition. If this Agreement is terminated pursuant to this Section, no party will have any rights or obligations to any other party, except as provided in Section 10. Section 8. Actions and Events at the Closing. The following events will take place at the Closing: (Ca) above have been satisfied and thatThe Issuer will deliver the Bonds to the Purchaser or its designee, as at the place set forth in Item 4 in Exhibit B. The Bonds so delivered will be in the form required by the Indenture, duly executed on behalf of the applicable closingIssuer and authenticated by the Trustee, and will be fully registered in the names requested by the Purchaser or its designee. (b) The Borrower will deliver or cause to be delivered to the Purchaser at the place set forth in Item 4 in Exhibit B, or at such other place or places as the parties hereto may mutually agree upon, the representations and warranties materials described in Section 7.2. (c) The Purchaser or its designee will deliver to the Trustee, for the account of the Company Issuer or as the Issuer directs, an amount equal to the purchase price of the Bonds as set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means in Item 2 of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject Exhibit B by wire transfer to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunderTrustee, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorin immediately available federal funds.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent parties hereunder shall at all times be subject to the continuing continued accuracy of the all representations and warranties of the Company and the Investor parties contained herein as of the date hereof though such representations and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it warranties had been made on at and as of such Closing Datetimes, and the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC; and all requests for additional information on the accuracy on and as part of the SEC shall have been complied with; (b) SSB shall have received an opinion of Wxxxxxx Xxxx & Gxxxxxxxx, dated the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and (as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreementdefined in Paragraph 7 below), the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investorit, their counsel and the Placement Agent. B. At or prior to the Closing, effect that: (i) The Partnership has been duly formed and is validly existing as a limited partnership under the Investor Partnership Law with full partnership power and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them authority to review or pass upon the matters referred to in carry out its obligations under this Agreement and the Offering MaterialsPartnership Agreement, or and to conduct its business as described in order the Prospectus, and, to evidence the accuracy, completeness or satisfaction of any best of the representationsknowledge of such counsel, warranties the Partnership conducts no business and owns or conditions herein contained.leases no properties which would require it to qualify to do business as a foreign organization in any jurisdiction; C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have The offer and sale of the Units has been no transaction, not duly authorized by the Partnership and the Units constitute valid limited partnership interests in the ordinary course of business except the transactions pursuant Partnership which conform to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed description thereof contained in the Offering Materials or to Prospectus; and the Placement Agent in writing; (iii) except liability of each limited partner will be limited as set forth in the Offering MaterialsProspectus, and no limited partner will be subject to personal liability for the Company shall debts, obligations, or liabilities of the Partnership by reason of his being a limited partner, other than as described in the Prospectus; (iii) The offer and sale of the Units and the compliance by the Partnership with all of the provisions of this Agreement will not be conflict with or result in default under any provision a breach of any instrument relating of the terms or provisions of the Partnership Certificate or Partnership Agreement, or, to the best of the knowledge of such counsel, any outstanding indebtedness for agreement to which the Partnership is a waiver party or extension has not been otherwise received; by which it is bound; (iv) except as set forth in To the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations best of the Company (contingent or otherwise) and trade payable debt; (v) no material amount knowledge of the assets of the Company shall have been pledged or mortgagedsuch counsel, except as indicated in the Offering Materials; and (v) there is no action, suit suit, litigation or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened proceeding before or by any court or federal or state commission, board or other administrative governmental agency, domestic federal, state or foreignlocal, wherein an unfavorable decisionpending or threatened against, ruling or finding could affecting or involving the property or business of SBFM, or the business of the Partnership, that would materially and adversely affect the businessescondition (financial or otherwise), business or prospects of SBFM or financial condition or income of the CompanyPartnership; and (v) The Registration Statement has become effective under the Act, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closingand, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as best of the applicable closingknowledge of such counsel, no stop order suspending the representations and warranties effectiveness of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) Registration Statement has been issued nor has any check, note, draft or other means of payment proceeding for the Common Stock will be honored, paid issuance of such an order been initiated or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorthreatened.

Conditions of Closing. The Closing shall be held at following are conditions precedent to the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Agents to complete the Closing and of the Purchasers to purchase the Offered Shares at the Closing Time, which conditions the Corporation covenants and agrees to use its best efforts to fulfil within the time set out herein therefor, and which conditions may be waived in writing in whole or in part by the Agents: (a) the Corporation shall be subject have caused its counsel, Bxxxx, Cxxxxxx & Gxxxxxx LLP, to deliver to the Agents legal opinions dated and delivered on the Closing Date, addressed to the Agents, in form and substance satisfactory to the Agents acting reasonably. In connection with such opinions, counsel to the Corporation may rely on the opinions of local counsel in the Qualifying Provinces acceptable to counsel to the Agents, acting reasonably, as to qualification for distribution of the Offered Shares and the Broker’s Warrants or opinions may be given directly by local counsel of the Corporation with respect to those items and as to other matters governed by the laws of jurisdictions other than the province in which they are qualified to practise and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (b) the Corporation shall have caused its U.S. counsel, J.X. Xxxxx & Co., to deliver to the Agents legal opinions dated and delivered on the Closing Date, addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents acting reasonably; (c) the Agents shall have received favourable legal opinions addressed to the Agents from counsel to the Corporation, as applicable, dated as of the Closing Date, in the form and substance satisfactory to the Agents and their counsel, acting reasonably, as to: (i) the Subsidiary having been incorporated or otherwise organized and existing under the laws of its jurisdiction of incorporation or organization, as applicable; (ii) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (iii) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (d) the Agents shall have received a favourable legal opinion addressed to the Agents from counsel to the Corporation, as applicable, dated as of the Closing, in the form and substance satisfactory to the Agents and their counsel, acting reasonably, as to title of the Properties and the Corporation’s or the Subsidiary’s interest therein; (e) the Agents shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of the Corporation, or such other officer(s) of the Corporation as the Agents may agree, certifying for and on behalf of the Corporation with respect to: (i) the constating documents of the Corporation; (ii) the resolutions of the Corporation’s board of directors relevant to the Offering and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (f) the Corporation shall cause the Auditors to deliver to the Agents a comfort letter, dated as of the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing, the information contained in the comfort letter referred to in subsection 4(a)(iii) hereof; (g) the Agents shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Corporation, or such other officers of the Corporation as the Agents may request, certifying for and on behalf of the Corporation, after having made due enquiry and after having carefully examined the Final Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by a materiality or Material ‎Adverse Effect qualification, in which case the Corporation has ‎complied in all respects) ‎with all of the covenants and satisfied in all material respects (except where already qualified by materiality, in ‎which case the Corporation has complied in all respects)‎ all of the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of ceasing or suspending the trading in the Common Shares or prohibiting the sale of the Offered Shares or any other securities of the Corporation has been issued by any regulatory authority and continuing accuracy in effect and no proceedings for such purpose having been instituted or being pending or, to the knowledge of such officers, contemplated or threatened under any relevant securities laws (including Applicable Securities Laws) or by any regulatory authority; (iii) subsequent to the respective dates as at which information is given in the Final Prospectus, there has not occurred a Material Adverse Effect or any change or development involving a prospective Material Adverse Effect, other than as disclosed in the Final Prospectus or any Supplementary Material, as the case may be; (iv) no material change relating to the Corporation and the Subsidiary, taken as a whole, has occurred since the date hereof with respect to which the requisite material change report has not been filed and no such disclosure having been made on a confidential basis that remains confidential; (h) the Corporation shall have taken such action as the Corporation has reasonably determined is necessary in order to obtain an exemption for, or to qualify the Offered Shares and the Broker Warrants (including the shares issuable upon exercise thereof) for, sale to the Purchasers or Brokers, as applicable, under applicable securities or the blue sky laws of the states of the United States, and shall provide evidence of any such actions taken promptly upon the written request of any Purchaser; (i) the representations and warranties of the Company Corporation contained in this Agreement and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct as at the Closing Time in all material respects (or, ‎in the case of any representation or warranty containing a materiality or Material ‎Adverse Effect qualification, in all respects) as if such ‎representations and warranties were made as at the Closing Time of Closing, after giving ‎effect to the transactions contemplated hereby; (j) all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under Applicable Securities Laws in the Qualifying Jurisdictions necessary for the offer and sale of the Offered Shares, the execution and delivery of this Agreement and the Investor herein as consummation of the date hereof and transactions contemplated hereby, will have been made or obtained, as applicable (other than, in respect of the Date Offering, the filing of Closing (reports required under Applicable Securities Laws in the "Qualifying Jurisdictions within the prescribed time periods and the filing of standard documents with the CSE, OTC, SEC, and U.S. Registration States which documents will be filed as soon as practicable after the Closing Date", and, in any event, within such deadline as may be imposed by such Securities Laws or the CSE, OTC, SEC, and U.S. Registration States) with respect and the Agents will have received copies of correspondence indicating that the Corporation has made all of the necessary filings for the issuance and listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, subject only to the Company Standard Listing Filings; (k) the Agents shall have completed and be satisfied, in their sole discretion, with the results of its due diligence investigations regarding the Corporation, its business, operations and financial condition and market conditions at the Closing Time; (l) the Agents shall have received a certificate from Capital Transfer Agency ULC as to the number of Common Shares issued and outstanding as at the date immediately prior to the Closing Date; (m) the Agents shall have received a certificate of status (or the Investorequivalent) in respect of the Corporation and the Subsidiary issued by the appropriate regulatory authority in each jurisdiction in which the Corporation and the Subsidiary are incorporated, amalgamated or continued, as the case may be, as if it had been made on and as of such which certificate shall be dated no more than two Business Days prior to the Closing Date; ; (n) the accuracy on and as Agents shall have received duly executed copies of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be Broker Warrant Certificates in form and substance reasonably satisfactory to the InvestorAgents, their counsel acting reasonably; and (o) each of the directors and executive officers of the Placement Agent. B. At or prior Corporation shall have delivered to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any Agents a signed copy of the representations, warranties or conditions herein containedForm of Lock-Up Agreement attached hereto as Schedule “A”. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor May Xxxxx or its counsel. The obligations of the Placement Agent May Xxxxx hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon At the effectiveness of a registration statement covering the Standby Equity Distribution AgreementClosing, the Investor and the Placement Agent May Xxxxx shall receive the opinion of Counsel to the CompanyXxxxxx X. Xxxxxxx, Esq., dated as of the date thereofof the Closing, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agentfor May Xxxxx. B. At or prior to the Closing, the Investor and the Placement Agent counsel for May Xxxxx shall have been furnished such documents, certificates and opinions as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement business, entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent May Xxxxx in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent At Closing, May Xxxxx shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The 6.1 All obligations of the Placement Agent hereunder shall be Purchaser under this Agreement are subject to the continuing accuracy fulfilment, at or prior to the Closing Date, of the following conditions: (a) The respective representations and warranties of the Company Vendor and the Investor herein Company contained in this Agreement or in any Schedule hereto or certificate or other document delivered to the Purchaser pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date of Closing (with the "Closing Date") with respect to the Company or the Investor, same force and effect as the case may be, as if it though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and the Purchaser shall have received on the Closing Date certificates dated as of the Closing Date; , in forms satisfactory to counsel for the accuracy Purchaser and signed under seal by the Vendor and by two senior officers of the Company to the effect that their respective representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of such date, provided that the acceptance of such certificates and the closing of the transactions herein provided for shall not be a waiver of the respective representations and warranties contained in Articles 3 and 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Purchaser; (b) the Company shall have caused to be delivered to the Purchaser either a certificate of an officer of the Company or, at the Purchaser's election, an opinion of legal counsel acceptable to the Purchaser's legal counsel, in either case, in form and substance satisfactory to the Purchaser, dated as of the Closing Date, to the effect that: (i) the Company owns, possesses and has good and marketable title to its undertaking, property and assets, and without restricting the generality of the foregoing, those assets described in the balance sheet included in the Company Financial Statements, free and clear of any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever and howsoever arising; (ii) the Company has been duly incorporated, organized and is validly existing under the laws of Germany, it has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to filings with the appropriate governmental authorities; (iii) the issued and authorized capital of the Company is as set out in this Agreement and all of the issued and outstanding shares have been validly issued as fully paid and non-assessable; (iv) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit the Company Shares to be duly and validly transferred to and registered in the name of the Purchaser; and (v) the consummation of the purchase and sale contemplated by this Agreement, including, but not limited to, the transfer of the Company Shares to the Purchaser, will not be in breach of any laws of Germany , and, in particular but without limiting the generality of the foregoing, the execution and delivery of this Agreement by the Vendor and the Company has not breached and the consummation of the purchase and sale contemplated hereby will not be in breach of any laws of Germany or of any other country or state in which a Vendor is resident or the Company carries on business; and, without limiting the generality of the foregoing, that all corporate proceedings of the Company, its shareholders and directors and all other matters which, in the reasonable opinion of counsel for the Purchaser, are material in connection with the transaction of purchase and sale contemplated by this Agreement, have been taken or are otherwise favourable to the completion of such transaction. (c) At the Closing Date there shall have been no materially adverse change in the affairs, assets, liabilities, or financial condition of the Company or the Business (financial or otherwise) from that shown on or reflected in the Company Financial Statements. (d) No substantial damage by fire or other hazard to the Business shall have occurred prior to the Closing Date. (e) The Company shall have delivered to the Purchaser those financial statements of the officers Company specified in paragraph 5.1 hereof. 6.2 In the event any of the Company made pursuant foregoing conditions contained in paragraph 6.1 hereof are not fulfilled or performed at or before the Closing Date to the provisions hereof; reasonable satisfaction of the Purchaser, the Purchaser may terminate this Agreement by written notice to the Vendor and in such event the performance Purchaser shall be released from all further obligations hereunder but any of such conditions may be waived in writing in whole or in part by the Purchaser without prejudice to its rights of termination in the event of the non-fulfilment of any other conditions. 6.3 All obligations of the Vendor under this Agreement are subject to the fulfilment, at or prior to the Closing Date, of the following conditions: (a) The representations and warranties of the Purchaser contained in this Agreement or in any Schedule hereto or certificate or other document delivered to the Company and the Investor Vendor pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and the Vendor shall have received on the Closing Date a certificate dated as of the Closing Date, in a form satisfactory to the Vendor and signed under seal by two senior officers of the Purchaser, to the effect that such representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of its covenants such date, provided that the acceptance of such certificate and obligations hereunder the closing of the transaction herein provided for shall not be a waiver of the representations and warranties contained in Article 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Vendor. (b) The Purchaser shall have caused to be delivered to the following further conditions: A. Upon Vendor either a certificate of an officer of the effectiveness of a registration statement covering Purchaser or, at the Standby Equity Distribution AgreementVendor's election, the Investor and the Placement Agent shall receive the an opinion of Counsel legal counsel acceptable to counsel to the CompanyVendor, in either case, in form and substance satisfactory to the Vendor, dated as of the date thereofClosing Date, which opinion shall be in form and substance reasonably satisfactory to the Investoreffect that: (i) the Purchaser has been duly incorporated and organized and is validly subsisting under the laws of the State of Nevada, their counsel it has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to all filings with the Placement Agent.appropriate corporate authorities in Nevada and with respect to all annual and quarterly filings with the United States Securities and Exchange Commission; B. At or prior to (ii) the Closing, issued and authorized capital of the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions Purchaser is as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to set out in this Agreement and all issued shares have been validly issued as fully paid and non-assessable; (iii) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit the Offering MaterialsPurchaser Warrants to be duly and validly issued to the Vendor and the Purchaser Shares to be duly and validly allotted and issued to and registered in the name of the Vendor; (iv) the consummation of the purchase and sale contemplated by this Agreement, or including, but not limited to, the issuance and delivery of the Purchaser Shares to the Vendor, in order to evidence consideration of the accuracypurchase of the Company Shares from the Vendor, completeness or satisfaction will not be in breach of any laws of Nevada and, in particular, but without limiting the generality of the representationsforegoing, warranties the execution and delivery of this Agreement by the Purchaser has not breached, and the consummation of the purchase and sale contemplated hereby will not be in breach of, any securities laws of the United States of America; and, without limiting the generality of the foregoing, that all corporate proceedings of the Purchaser, its shareholders and directors and all other matters which, in the reasonable opinion of counsel for the Company, are material in connection with the transaction of purchase and sale contemplated by this Agreement, have been taken or conditions herein containedare otherwise favourable to the completion of such transaction. C. (c) At and prior to the Closing, (i) Closing Date there shall have been no material materially adverse change nor development involving a prospective change in the affairs, assets, liabilities, financial condition or prospects or the business activities, (financial or otherwise, ) of the Company Purchaser from the latest dates as of which such condition is set forth that shown on or reflected in the Offering Materials; (ii) there shall have been no transaction, not Purchaser Audited Financial Statements. 6.4 In the event that any of the conditions contained in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date paragraph 6.3 hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating fulfilled or performed by the Purchaser at or before the Closing Date to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations reasonable satisfaction of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of Vendor then the assets of the Company Vendor shall have been pledged or mortgaged, except as indicated in all the Offering Materials; rights and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, privileges granted to the effect that the conditions set forth in subparagraph (C) above have been satisfied and thatPurchaser under paragraph 6.2, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correctmutatis mutandis. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. 7.1 The Closing shall Purchaser has entered into this Agreement in reliance upon representations, covenants and agreements of the Issuer and the Borrower contained herein, in reliance upon the representations, covenants and agreements to be held contained in the documents and instruments to be delivered at the offices Closing and upon the performance by the Issuer and the Borrower of their obligations hereunder, both as of the Investor or its counsel. The obligations date hereof and as of the Placement Agent hereunder shall Closing Date. Accordingly, the Purchaser’s obligations under this Agreement to purchase, to accept delivery of and to pay for the Bonds will be subject to the continuing performance by the Issuer and the Borrower of their respective obligations to be performed by them hereunder at or prior to the Closing, and to the accuracy in all material respects of the representations representations, covenants and warranties agreements of the Company Issuer and of the Investor Borrower contained herein as of the date hereof and as of the Date of Closing (as if made on the "Closing Date") with respect , and will also be subject to the Company following additional conditions: (a) The Purchaser shall not have discovered any material error, misstatement or omission in the representations and warranties made by either of the Issuer or the InvestorBorrower in this Agreement, as the case may be, as if it had which representations and warranties will be deemed to have been made on again at and as of such the time of the Closing Date; and will then be true in all material respects. (b) This Agreement, the accuracy other Issuer Documents and the Loan Documents each shall have been executed and delivered by each of the parties thereto, shall be in full force and effect on and as of the Closing Date and shall be in form and substance satisfactory to the Purchaser and no event of default shall exist under any such documents, and the Issuer and the Borrower shall have complied with the terms of the statements Issuer Documents and Loan Documents, respectively. 7.2 In addition to the conditions set forth in Section 7.1, the obligations of the officers Purchaser to consummate at the Closing the transactions contemplated hereby are subject to receipt by the Purchaser of the Company made pursuant following items: (a) An opinion of Bond Counsel, dated the Closing Date and addressed to the provisions hereof; Purchaser, substantially in the form set forth in Exhibit C; (b) An opinion of counsel (addressed to the Purchaser and the performance Trustee) or certificate of the Issuer, satisfactory in form and substance to the Purchaser, dated the Closing Date and covering the points identified in Exhibit D; (c) An opinion or opinions of counsel to the Borrower and the Partners, addressed to the Issuer and the Purchaser dated the Closing Date in form and substance reasonably acceptable to Issuer; (d) A certificate of the Borrower, dated the Closing Date and signed by the Company Partners, in form and substance satisfactory to the Purchaser and Bond Counsel, respecting certain tax matters as may be reasonably required by Bond Counsel to enable it to give its opinion; (e) An investor letter in form and substance reasonably acceptable to Issuer; (f) An opinion of counsel to the Trustee or Trustee’s certificate addressed to the Purchaser, covering the points identified in Exhibit E; (g) A properly completed and executed IRS Form 8038; (h) A certified copy of the Resolution and an executed original of each of the Issuer Documents and the Investor on Loan Documents; and (i) Such additional financing statements, legal opinions, certificates and other documents as the Purchaser or Bond Counsel may reasonably deem necessary to evidence the truth and accuracy as of the Closing Date of its covenants the respective representations and obligations hereunder warranties herein contained and to evidence compliance by the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor Issuer and the Placement Agent shall receive the opinion of Counsel to the CompanyBorrower with this Agreement and all applicable legal requirements, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At due performance and satisfaction by either of you at or prior to the Closing, the Investor such time of all agreements then to be performed and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them all conditions then to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of be satisfied by you. 7.3 If any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above Sections 7.1 or 7.2 have not been satisfied and that, as of met on the applicable closingClosing Date, the representations and warranties of the Company set forth herein are true and correctPurchaser may, at its sole option, terminate this Agreement or proceed to Closing upon waiving any rights under this Agreement with respect to any such condition. If this Agreement is terminated pursuant to this Section, no party will have any rights or obligations to any other party, except as provided in Section 10. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business business, except the transactions pursuant to the Securities Purchase Agreement dated January ____, 200__, entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Securities Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The 5.1 All obligations of the Placement Agent hereunder shall be Company under this Agreement are subject to the continuing accuracy fulfilment, at or prior to the Closing Date, of the following conditions: (a) The representations and warranties of Nano contained in this Agreement or in any Schedule hereto or certificate or other document delivered to the Company pursuant hereto shall be substantially true and the Investor herein correct as of the date hereof and as of the Closing Date of Closing (with the "Closing Date") with respect to the Company or the Investor, same force and effect as the case may be, as if it though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and the Company shall have received on the Closing Date certificates dated as of the Closing Date; , in form satisfactory to counsel for the accuracy Company and signed under seal by Nano to the effect that the representations and warranties referred to above are true and correct on and as of the Closing Date of with the statements of the officers of the Company same force and effect as though made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of such date, provided that the Closing Date acceptance of its covenants such certificates and obligations hereunder the closing of the transactions herein provided for shall not be a waiver of the respective representations and warranties contained in Article 3 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Company; (b) Nano shall have caused to be delivered to the following further conditions: A. Upon Company a certificate of an officer of Nano acceptable to the effectiveness of a registration statement covering the Standby Equity Distribution AgreementCompany's legal counsel, the Investor in form and the Placement Agent shall receive the opinion of Counsel substance satisfactory to the Company, dated as of the date thereofClosing Date, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent.effect that: B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) Nano has been duly incorporated and organized and is validly subsisting under the laws of the State of Nevada; (ii) the consummation of the Assignment contemplated by this Agreement, will not be in breach of any laws of Nevada and, in particular, but without limiting the generality of the foregoing, the execution and delivery of this Agreement by the Company has not breached, and the consummation of the Assignment contemplated hereby will not be in breach of, any Securities laws of the United States of America; and (iii) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit the Assignment. and, without limiting the generality of the foregoing, that all corporate proceedings of Nano, its shareholders and directors and all other matters which, in the reasonable opinion of counsel for the Company, are material in connection with the transactions contemplated by this Agreement, have been taken or are otherwise favorable to the completion of such transaction. (c) At the Closing Date there shall have been no material materially adverse change nor development involving a prospective change in the affairs, assets, liabilities, or financial condition or prospects of the Columbus Project or the business activities, financial or otherwise, Red Mountain Project since the date of this Agreement. (d) Nano and the Nano Nominees shall have provided to the Company evidence satisfactory to counsel of the Company from that the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to Nano Shares may be issued as provided and the Principal Shares transferred in the Offering Materialscompliance with an available exemption from applicable securities laws. (e) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in entered into an agreement with Nano under the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against terms of which Nano shall provide to the Company or affecting technical support on the Columbus Project for a period of 5 years at a rate of $30,000 US per month. 5.2 In the event any of its properties the foregoing conditions contained in paragraph 5.1 hereof are not fulfilled or businesses shall be pending performed at or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income Closing Date to the reasonable satisfaction of the Company, except as set forth the Company may terminate this Agreement by written notice to Nano and in such event the Company shall be released from all further obligations hereunder but any of such conditions may be waived in writing in whole or in part by the Company without prejudice to its rights of termination in the Offering Materialsevent of the non-fulfilment of any other conditions. D. If requested 5.3 All obligations of Nano under this Agreement are subject to the fulfilment, at or prior to the Closing the Investor and the Placement Agent shall receive a certificate Date, of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph following conditions: (Ca) above have been satisfied and that, as of the applicable closing, the The representations and warranties of the Company set forth herein contained in this Agreement or in any Schedule hereto or certificate or other document delivered to the Company and Nano pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and Nano shall have received on the Closing Date a certificate dated as of the Closing Date, in a form satisfactory to Nano and signed under seal by two senior officers of the Company, to the effect that such representations and warranties referred to above are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance correct on and as of the Placement Agent's obligations Closing Date with the same force and effect as though made on and as of such date, provided that the acceptance of such certificate and the accuracy closing of the Placement Agent's transaction herein provided for shall not be a waiver of the representations and warranties hereundercontained in Article 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of Nano. (1b) The Company shall have caused to be delivered to Nano either a certificate of an officer of the Company acceptable in form and substance satisfactory to Nano, dated as of the Closing Date, to the effect that: (i) the Offering Company has been duly incorporated and organized and is exempt from validly subsisting under the registration requirements laws of the 1933 Act State of Nevada, it has the corporate power to own or any applicable state "Blue Sky" law or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to all filings with the appropriate corporate authorities in Nevada and with respect to all annual and quarterly filings with the United States Securities and Exchange Commission; (2ii) the Investor issued and authorized capital of the Company is an Accredited Investoras set out in this Agreement and all issued shares have been validly issued as fully paid and non- assessable; (iii) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit the Nano Shares to be duly and validly issued to Nano and the Principal’s Shares to be duly and validly registered in the name of Nano and the Nano Nominees; (iv) the consummation of the Assignment contemplated by this Agreement, including, but not limited to, the issuance and delivery of the Nano Shares to Nano, in consideration of the Assignment, will not be in breach of any laws of Nevada and, in particular, but without limiting the generality of the foregoing, the execution and delivery of this Agreement by the Company has not breached, and the consummation of the Assignment contemplated hereby will not be in breach of, any Securities laws of the United States of America; and, without limiting the generality of the foregoing, that all corporate proceedings of the Company, its shareholders and directors and all other matters which, in the reasonable opinion of counsel for the Company, are material in connection with the transaction of purchase and sale contemplated by this Agreement, have been taken or are otherwise favorable to the completion of such transaction. (c) At the Closing Date there shall have been no materially adverse change in the affairs, assets, liabilities, financial condition or business (financial or otherwise) of the Company from that shown on or reflected in the Company Unaudited Financial Statements. (d) the Company and the Principal Shareholder shall have caused Xxxxxxx Xxxxxx to be appointed as President and a Director of the Company. 5.4 In the event that any of the conditions contained in paragraph 5.3 hereof shall not be fulfilled or performed by the Company at or before the Closing Date to the reasonable satisfaction of Nano then Nano shall have all the rights and privileges granted to the Company under paragraph 5.2, mutatis mutandis.

Conditions of Closing. The Closing shall be held obligation of the Investors to complete the purchase of the Securities at the offices Closing is subject to fulfillment of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of following conditions: (a) the Company and the Investors shall execute and deliver a Investor herein as of Rights Agreement, dated the date hereof and as of the Date of Closing (the "Closing Date") , in the form attached as Exhibit 2 with respect to the Purchased Shares and the Underlying Shares (the "Investor Rights Agreement"); (b) the Company or and Xxxx Xxxxxxxxx shall execute and deliver a Financial Advisory Agreement, dated the Investor, as the case may be, as if it had been made on and as of such Closing Date; , in the accuracy on form attached as Exhibit 3 (the "Financial Advisory Agreement",] and as with the Agreement, the Warrants, the Escrow Agreement, and the Investor Rights Agreements, the "Transaction Documents"); (c) the Company shall deliver to the Investors an Opinion of Counsel, dated the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to counsel for the InvestorInvestors, their counsel and the Placement Agent. B. At or prior with respect to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; on Exhibit 4; (iid) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in complied fully with the Offering Materials; and Preemptive Rights; (ve) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations representation and warranties of the Company set forth herein are in this Agreement shall be true and correct. E. The Placement Agent shall have no obligation to insure that correct as of the date of this Agreement and (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject except to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's extent such representations and warranties hereunderspeak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by the President and Secretary of the Company, in such capacities, to such effect (1the "Closing Certificate") and the Closing Certificate shall also contain an accurate list of all the agreements to which the Company is a party that are material to the business, financial condition, results of operation, properties or operations of the Company and its Subsidiaries taken as a whole; (f) the Offering is exempt from Company shall have executed and delivered all documents, reasonably requested by counsel for the registration requirements Investors; (g) All Securities delivered at the Closing shall have all necessary stock transfer tax stamps (purchased at the expense of the 1933 Act or any applicable state "Blue Sky" law or Company) affixed; and (2h) the Investor is an Accredited InvestorCompany shall pay the Investors' expenses to the extent set forth in Section 6.9 hereof. (i) the Company shall have consulted the staff of NASDAQ Stock Market (the "Nasdaq Staff") regarding the Contemplated Transactions (as defined below) and the Nasdaq Stafff shall have raised no objection to the consummation of the Contemplated Transactions without seeking the approval of the Company's stockholders.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The 8.1 All obligations of the Placement Agent hereunder shall be Horizon under this Agreement are subject to the continuing accuracy fulfilment, at or prior to the Closing Date, of the following conditions: (a) The respective representations and warranties of the Company Vendor and the Investor herein Boomchat contained in this Agreement or in any Schedule hereto or certificate or other document delivered to Horizon pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date of Closing (with the "Closing Date") with respect to the Company or the Investor, same force and effect as the case may be, as if it though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and Horizon shall have received on the Closing Date certificates dated as of the Closing Date; , in forms satisfactory to counsel for Horizon and signed under seal by the accuracy Vendor and by two senior officers of Boomchat to the effect that their respective representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of such date, provided that the acceptance of such certificates and the closing of the transactions herein provided for shall not be a waiver of the respective representations and warranties contained in Articles 3 and 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of Horizon; (b) Boomchat shall have caused to be delivered Horizon either a certificate of an officer of Boomchat or, at Horizon's election, an opinion of legal counsel acceptable to Horizon's legal counsel, in either case, in form and substance satisfactory to Horizon, dated as of the Closing Date, to the effect that: (i) Boomchat owns, possesses and has good and marketable title to its undertaking, property and assets, and without restricting the generality of the foregoing, those assets described in the balance sheet included in the Boomchat Financial Statements, free and clear of any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever and howsoever arising; (ii) Boomchat has been duly incorporated, organized and is validly existing under the laws of Nevada, it has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to filings with the appropriate governmental authorities; (iii) the issued and authorized capital of Boomchat is as set out in this Agreement and all of the issued and outstanding shares have been validly issued as fully paid and non-assessable; (iv) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit Boomchat Shares to be duly and validly transferred to and registered in the name of Horizon; and (v) the consummation of the purchase and sale contemplated by this Agreement, including, but not limited to, the transfer of Boomchat Shares to the Horizon, will not be in breach of any laws of Nevada , and, in particular but without limiting the generality of the foregoing , the execution and delivery of this Agreement by the Vendor and Boomchat has not breached and the consummation of the purchase and sale contemplated hereby will not be in breach of any laws of Nevada or of any other country or state in which the Vendor is resident or Boomchat carries on business; and, without limiting the generality of the foregoing, that all corporate proceedings of Boomchat, its shareholders and directors and all other matters which, in the reasonable opinion of counsel for Horizon, are material in connection with the transaction of purchase and sale contemplated by this Agreement, have been taken or are otherwise favourable to the completion of such transaction. (c) At the Closing Date there shall have been no materially adverse change in the affairs, assets, liabilities, or financial condition of the Boomchat or the Business (financial or otherwise) from that shown on or reflected in the Boomchat Financial Statements. (d) No substantial damage by fire or other hazard to the Business shall have occurred prior to the Closing Date. (e) Boomchat shall have delivered to Horizon those financial statements of Boomchat specified in paragraph 5.1 hereof. 8.2 In the event any of the foregoing conditions contained in paragraph 6.1 hereof are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of the Horizon, Horizon may terminate this Agreement by written notice to the Vendor and in such event Horizon shall be released from all further obligations hereunder but any of such conditions may be waived in writing in whole or in part by Horizon without prejudice to its rights of termination in the event of the non-fulfilment of any other conditions. 8.3 All obligations of the Vendor under this Agreement are subject to the fulfilment, at or prior to the Closing Date, of the following conditions: (a) The representations and warranties of Horizon contained in this Agreement or in any Schedule hereto or certificate or other document delivered to Boomchat and the Vendor pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and the Vendor shall have received on the Closing Date a certificate dated as of the Closing Date, in a form satisfactory to the Vendor and signed under seal by two senior officers of the Company made pursuant Horizon, to the provisions hereof; effect that such representations and the performance by the Company warranties referred to above are true and the Investor correct on and as of the Closing Date with the same force and effect as though made on and as of its covenants such date, provided that the acceptance of such certificate and obligations hereunder the closing of the transaction herein provided for shall not be a waiver of the representations and warranties contained in Article 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Vendor. (b) Horizon shall has caused to be delivered to the following further conditions: A. Upon Vendor either a certificate of an officer of the effectiveness of a registration statement covering Horizon or, at the Standby Equity Distribution AgreementVendor's election, the Investor and the Placement Agent shall receive the an opinion of Counsel legal counsel acceptable to counsel to the CompanyVendor, in either case, in form and substance satisfactory to the Vendor, dated as of the date thereofClosing Date, which opinion shall be in form and substance reasonably satisfactory to the Investoreffect that: (i) Horizon has been duly incorporated and organized and are validly subsisting under the laws of the State of Delaware, their counsel Horizon has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to all filings with the Placement Agent.appropriate corporate authorities in Delaware and with respect to all annual and quarterly filings with the United States Securities and Exchange Commission; B. At or prior to (ii) the Closing, the Investor issued and the Placement Agent shall have been furnished such documents, certificates and opinions authorized capital of Horizon are as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to set out in this Agreement and all issued shares have been validly issued as fully paid and non-assessable; (iii) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit the Offering MaterialsHorizon Shares to be duly and validly allotted and issued to and registered in the name of the Vendor; (iv) the consummation of the purchase and sale contemplated by this Agreement, or including, but not limited to, the issuance and delivery of the Horizon Shares to the Vendor, in order to evidence consideration of the accuracypurchase of the Boomchat Shares from the Vendor, completeness or satisfaction will not be in breach of any laws of Nevada and, in particular, but without limiting the generality of the representationsforegoing, warranties the execution and delivery of this Agreement by Horizon has not breached, and the consummation of the purchase and sale contemplated hereby will not be in breach of, any securities laws of the United States of America; and, without limiting the generality of the foregoing, that all corporate proceedings of Horizon, their shareholders and directors and all other matters which, in the reasonable opinion of counsel for Boomchat, are material in connection with the transaction of purchase and sale contemplated by this Agreement, have been taken or conditions herein containedare otherwise favourable to the completion of such transaction. C. (c) At and prior to the Closing, (i) Closing Date there shall have been no material materially adverse change nor development involving a prospective change in the affairs, assets, liabilities, financial condition or prospects or the business activities, (financial or otherwise, ) of the Company Horizon from the latest dates as of which such condition is set forth that shown on or reflected in the Offering Materials; (ii) there shall have been no transaction, not Horizon Audited Financial Statements. 8.4 In the event that any of the conditions contained in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date paragraph 6.3 hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating fulfilled or performed by Horizon at or before the Closing Date to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations reasonable satisfaction of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of Vendor then the assets of the Company Vendor shall have been pledged or mortgagedall the rights and privileges granted to Horizon under paragraph 6.2, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsmutatis mutandis. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The purchase of, and payment for, the Units on a Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Date shall be subject to the continuing accuracy of the representations and warranties of the Company Partnership and the Investor herein you as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company Partnership and the Investor on and as you of the Closing Date of its covenants and their respective obligations hereunder hereunder; and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At (a) On or prior to the ClosingClosing Date, the Investor your counsel and the Placement Agent our counsel shall have been furnished such documents, certificates and opinions as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior (b) Prior to the ClosingClosing Date: (1) there shall have been no materially adverse change in the condition of the Partnership or its business activities from that as of the latest date as of which such conditions are described in the Prospectus, (i2) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, transactions not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement business, entered into by the Company on Partnership from the latest date hereof as of which has not been disclosed its financial conditions are described in the Offering Materials Prospectus, other than transactions referred to or contemplated therein or to which you have given your written consent, (3) the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company Partnership shall not be in default under any provision provisions of any instrument instruments relating to any material outstanding indebtedness for which a waiver or extension has not been otherwise received; indebtedness, (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v4) no material amount of the assets of the Company Partnership shall have been be at the Closing Date pledged or mortgaged, except as indicated set forth in the Offering Materials; Prospectus, and (v5) no action, suit or proceeding, at law or in equity, shall have been pending or to their knowledge threatened against the Company Partnership or affecting any of its properties or businesses shall be pending or threatened business before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, agency wherein an unfavorable decision, ruling or finding could materially would adversely affect the businessesoffering of the Units, business, operations, prospects or financial condition or income of the CompanyPartnership, except as set forth in the Offering MaterialsProspectus. D. If requested at (c) No order suspending the sale of the Units prior to the Closing Date in any jurisdiction designated by you shall have been issued on such Closing Date, and no proceedings for that purpose either shall have been instituted, or, to your knowledge or to the Investor and knowledge of the Placement Agent Partnership, shall receive be contemplated. (d) At the Closing Date, you shall, upon request, be delivered a certificate of the Company signed by an executive officer and chief financial officerPartnership or the General Partners as the case may be, dated as of the applicable Closingsuch Closing Date, to the effect that the conditions set forth in subparagraph (C) Subsections a and b above have been satisfied and thatsatisfied, and, as to the accuracy, as of the applicable closingClosing Date, the of its representations and warranties set forth in Section 2 hereof. (e) At the Closing Date, the Partnership and the General Partners shall have received your certificate, dated as of such Closing Date, as to your compliance with your covenants and agreements set forth in Sections 3 and 7 hereof. If any condition to your obligations hereunder to be fulfilled prior to or at the Closing Date is not so fulfilled, you may terminate this Agreement or, if you so elect, waive any such conditions which have been unfulfilled or extend the time for their fulfillment. The Partnership shall be under no liability to make any payment to you except out of funds received by the Partnership as hereinbefore provided, and the Partnership shall not be under any liability for or in respect of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft value or other means validity of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its termsUnits, or (y) subject to the performance by anyone of any agreement on its part, or for or in respect of any matter connected with this Agreement, except for lack of good faith and for obligations expressly assumed by the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorPartnership in this Agreement.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent Underwriters hereunder shall be subject (a) to the continuing performance by the Trust of its obligations to be performed hereunder or under the Indenture at or prior to the Closing, (b) to the accuracy of and compliance with the representations representations, warranties and warranties covenants of the Company and the Investor herein Responsible Parties contained herein, in each case as of the date hereof time of delivery of this Agreement and as of the Date of Closing Closing, and (c) in the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as discretion of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and Underwriters, to the following further conditions: A. Upon (a) All actions required to be taken and all filings required to be made by the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor Responsible Parties and the Placement Agent shall receive Trust under the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or Act prior to the Closing, sale of the Investor and the Placement Agent Notes shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review duly taken or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. made. At and prior to the ClosingClosing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Responsible Parties or the Underwriters, shall be contemplated by the SEC. (b) Since the respective dates as of which information is given in the Registration Statement (or any amendment or supplement thereto), except as may otherwise be stated therein or contemplated thereby, there shall not have occurred (i) there shall have been no material adverse change nor any change, or any development involving a prospective change, in or affecting the condition (financial or other), business, properties, net worth, or results of operations of the Responsible Parties not contemplated by the Registration Statement, which in the opinion of the Representative, would materially adversely affect the market for the Notes, or (ii) any event or development which makes any statement made in the Registration Statement or Prospectus untrue in any material respect or which, in the opinion of the Responsible Parties and their counsel or the Underwriters and their counsel, requires the filing of any amendment to or change in the condition Registration Statement or prospects Prospectus in order to state a material fact required by any law to be stated therein or necessary in order to make the business activitiesstatements therein not misleading, financial if amending or otherwisesupplementing the Registration Statement or Prospectus to reflect such event or development would, in the opinion of the Company from Representative, materially adversely affect the latest dates as market for the Notes. (c) None of which such condition is set forth in the Offering Materials; (ii) there Responsible Parties shall have been no transaction, not in the ordinary course of business except the transactions pursuant failed at or prior to the Securities Purchase Agreement entered into Closing Date to have performed or complied in any material respect with any of their respective agreements herein contained and required to be performed or complied with by the Company on the date hereof which has not been disclosed in the Offering Materials it hereunder at or prior to the Placement Agent in writing; Closing Date. (iiid) except as set forth in Fitch Ratings ("Fitch"), Xxxxx'x Investors Services, Inc. ("Moody's"), and Standard & Poor's ("S&P") shall have (1) rated the Offering MaterialsSeries A Notes "AAA", "Aaa", and "AAA", respectively, and (2) rated the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering MaterialsSeries B Notes at least "A", the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class "A2", and "A", respectively, and there shall not have been any change in the indebtedness announcement by any of Fitch, Moody's or S&P that (long or short termi) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting it is downgrading any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, ratings assigned to the effect that Notes or (ii) it is reviewing its ratings assigned the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation Notes with a view to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its termspossible downgrading, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunderwith negative implications, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investordirection not determined.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) If requested by the effectiveness of Selling Agent, MLAI shall deliver a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel certificate to the Company, dated effect that: (i) the representations and warranties of MLAI contained herein are true and correct with the same effect as though expressly made at the Initial Closing Time and in respect of the Memorandum as in effect at the Initial Closing Time; and (ii) MLAI has performed all covenants and agreements herein contained to be performed on its part as of or prior to the date thereofInitial Closing Time. (b) As of the Initial Closing Time, which opinion Sidley Axxxxx Xxxxx & Wxxx LLP, counsel to the Manager, shall be deliver to all the parties hereto its opinion, in form and substance reasonably satisfactory to each of the Investor, their counsel and the Placement Agentparties hereto. B. At or prior to the Closing, the Investor and the Placement Agent (c) The parties hereto shall have been furnished with such documentsadditional information, opinions, certificates and opinions documents, including supporting documents relating to parties described in the Memorandum and letters of representation signed by such parties with regard to information relating to them and included in the Memorandum as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained; and all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to Sidley Axxxxx Xxxxx & Wxxx LLP. C. At and prior to (d) As of each Additional Closing Time, the Closing, (i) there parties hereto shall have been no material adverse change nor development involving a prospective change in furnished with such information, opinions and certified documents as the condition Manager and the Selling Agent may deem to be necessary or prospects or the business activities, financial or otherwise, appropriate. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be canceled by any change party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the indebtedness (long Initial Closing Time, and any such cancellation or short term) or liabilities or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 6. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "“Closing Date"”) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. (a) Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. (b) At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. (c) At and prior to the Closing, : (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (vvi) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and (d) At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (Cc) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as Company of the even date thereof, herewith which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the ClosingClosing except as set forth in the SEC Documents, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. (1) The Closing shall be held at obligation of each Purchaser to complete the offices of the Investor or its counsel. The obligations of the Private Placement Agent hereunder shall be is subject to the continuing accuracy satisfaction, on or before the Closing Date, of the following conditions being satisfied in full which conditions are for the exclusive benefit of each Purchaser, any of which may be waived with respect to such Purchaser, in whole or in part, by such Purchaser on its own behalf, in its sole and absolute discretion, without prejudice to its right to rely on any other or others of them: (a) the representations and warranties of the Company and Corporation contained in Section 3.01 will be true in all material respects on the Investor herein Closing Date with the same effect as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been though made on at and as of such Closing Date; the accuracy on date, except that representations and warranties with materiality qualifiers shall be true in all respects and except for representations and warranties that speak as of specific prior dates; (b) each of the acts and undertakings of the Corporation to be performed on or before the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; terms of this Agreement will have been duly performed by them; (c) since the date of execution of this Agreement, there will have been no change in business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), ownership or condition (financial or otherwise) or results of operations of the Corporation and its Subsidiaries that would be reasonably expected to have a Material Adverse Effect; (d) the Corporation will have obtained Exchange Approval in a form acceptable to the Purchasers, acting reasonably, subject only to the filing, after the Closing Date, of documents customary for similar transactions and the performance by payment of any applicable listing fees; (e) all of the Company Class B Shares will have been converted into Common Shares in accordance with the Corporation’s Constating Documents so that no Class B Shares will be issued or outstanding; (f) the Corporation and the Investor on Purchasers will have entered into the Registration Rights Agreement; (g) Xxxx X. Xxxxx, Xxxxxxx X. Xxxxxx and as Xxxxx Xxxxxx (collectively, the “Founders”) will have executed a consent pursuant to Section 4 of the Closing Date of its covenants Nominating and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Voting Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in a form and substance reasonably satisfactory to the InvestorPurchasers, acting reasonably; and (h) the Founders will have executed a waiver or amendment in accordance with Section 5.5 of the Shareholders’ Agreement and confirmed their counsel and respective registration rights thereunder in relation to the Placement AgentPurchasers, all in a form satisfactory to the Purchasers, acting reasonably. B. At or prior (2) The obligations of the Corporation to complete the Private Placement are subject to the Closingsatisfaction, on or before the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwiseClosing Date, of the Company from following conditions being satisfied in full which conditions are for the latest dates as exclusive benefit of the Corporation any of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into may be waived by the Company on the date hereof which has not been disclosed Corporation, in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law whole or in equitypart, against the Company without prejudice to its rights to rely on any other or affecting any others of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials.them; D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (Ca) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any checkPurchasers contained in Section 3.02, note, draft or other means of payment for the Common Stock will be honoredtrue in all material respects on the Closing Date with the same effect as though made at and as of such time, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's except that their representations and warranties hereunder, with materiality qualifiers shall be true in all respects and except for representations and warranties that speak as of specific prior dates; (1b) each of the acts and undertakings of the Purchasers to be performed on or before the Closing Date pursuant to the terms of this Agreement will have been duly performed by it; (c) the Offering is exempt from Corporation will have obtained Exchange Approval, subject only to the registration requirements filing, after the Closing Date, of documents customary for similar transactions and the payment of applicable listing fees; and (d) the successful conversion of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorClass B Shares into Common Shares.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. (a) Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. (b) At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. (c) At and prior to the Closing, : (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (vvi) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and (d) At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (Cc) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) If requested by the effectiveness of Selling Agent, MLAI shall deliver a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel certificate to the Company, dated effect that: (i) the representations and warranties of MLAI contained herein are true and correct with the same effect as though expressly made at the Initial Closing Time and in respect of the Memorandum as in effect at the Initial Closing Time; and (ii) MLAI has performed all covenants and agreements herein contained to be performed on its part as of or prior to the date thereofInitial Closing Time. (b) As of the Initial Closing Time, which opinion Sidley Austin Brown & Wood LLP, counsel to the Manager, shall be delivex xx xxx xxx paxxxxs hereto its opinion, in form and substance reasonably satisfactory to each of the Investor, their counsel and the Placement Agentparties hereto. B. At or prior to the Closing, the Investor and the Placement Agent (c) The parties hereto shall have been furnished with such documentsadditional information, opinions, certificates and opinions documents, including supporting documents relating to parties described in the Memorandum and letters of representation signed by such parties with regard to information relating to them and included in the Memorandum as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained; and all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to Sidley Austin Brown & Wood LLP. C. At and prior to (d) As of each Additional Closing Time, the Closing, (i) there parties hereto shall have been no material adverse change nor development involving a prospective change in furnished with such information, opinions and certified documents as the condition Manager and the Selling Agent may deem to be necessary or prospects or the business activities, financial or otherwise, appropriate. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be canceled by any change party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the indebtedness (long Initial Closing Time, and any such cancellation or short term) or liabilities or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 6. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. : Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. . At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. . At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and . At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "“Closing Date"”) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy at curacy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants cover ants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereofhereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; : (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state stats commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, and except as otherwise disclosed in that certain Investment Agreement by and between the Company and Dutchess Private Equities Fund, L.P., (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Agents to deliver at the Closing Time executed Subscription Agreements shall be subject conditional upon the Agents being satisfied with the results of their due diligence investigations relating to the continuing accuracy Company and upon the fulfilment at or before the Closing Time of the following conditions, which conditions the Company covenants to use its best efforts to fulfil or cause to be fulfilled prior to the Closing Time and some or all of which may be waived by the Agents: (a) the execution and delivery of this Agreement, the Subscription Agreements and the certificates, if any, representing the Common Shares, the Option Shares, if any, and the Compensation Options; the allotment and issuance of the Common Shares and the Option Shares, if any; the creation of the Compensation Options; and the allotment and reservation for issuance of the Compensation Options Shares shall have been duly authorized by all necessary corporate action; (b) any necessary consents or approvals of the Stock Exchange and securities regulatory authorities in each of the Offering Jurisdictions with respect to the issue and sale of the Offering Shares shall have been obtained, including the conditional approval of the Stock Exchange to list the Offering Shares; (c) all covenants, agreements, obligations and conditions of the Company hereunder and under the Subscription Agreements required to be performed or complied with on or before the Closing Time shall have been so performed or complied with; (d) the Agents shall have received a certificate addressed to the Agents, dated as of the applicable Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of the Company, or such other officers of the Company as the Agents may accept, certifying on behalf of the Company to the effect that, except as has been generally disclosed at the date thereof: (i) the Company does not have any undisclosed contingent liability that is material to the Company; (ii) the representations and warranties of the Company contained herein and in the Investor herein as of Subscription Agreements are true and correct and all the date hereof terms, covenants and as of the Date of Closing (the "Closing Date") with respect conditions relating to the Company contained herein and therein and required to be performed and complied with by the Company by or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of at the Closing Date of Time have been performed and complied with by the statements of the officers Company; (iii) no order ceasing or suspending trading in securities of the Company made pursuant or prohibiting the Offering or the issuance or distribution of the Offering Shares has been issued and no proceedings for such purpose are pending or, to the provisions hereofknowledge of the Company, threatened; and (iv) (A) there having not occurred a material adverse effect, or any change or development involving a prospective material adverse effect, or the coming into existence of a new material fact, other than as disclosed in the Public Record; and (B) except as disclosed in the performance Public Record, no transactions have been entered into by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel which are or would be material to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not other than in the ordinary course of business except business; (e) the transactions pursuant Agents shall have received a certificate addressed to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officerAgents, dated as of the applicable ClosingClosing Date, signed by an appropriate officer on behalf of the Company, certifying without personal liability, with respect to (i) the constating documents of the Company, (ii) the resolutions of the Company's board of directors relating to the effect that Offering, and (iii) the conditions set forth incumbency and specimen signatures of signing officers of the Company; (f) the Agents shall have received customary corporate and securities legal opinions for a transaction of this nature, in subparagraph (C) above have been satisfied a form satisfactory to the Agents, acting reasonably, and thataddressed to the Agents, dated as of the applicable closingClosing Date, from Forooghian + Company Law Corporation, Canadian counsel to the representations Company, and warranties Xxxxx LPC, United States counsel to the Company and, where appropriate, counsel in the other Offering Jurisdictions as may be required in form and substance satisfactory to the Agents, acting reasonably; in providing such opinions, counsel may, where appropriate, rely on a certificate of officers of the Company, of the transfer agent of the Company set forth herein are true and correct.public officials as to factual matters relevant to such opinions; E. The Placement Agent (g) the Agents shall have no obligation received a favourable title opinion, in a form satisfactory to insure that the Agents, acting reasonably, and addressed to the Agents, dated as of the applicable Closing Date, from local counsel to the Company, as to the title and ownership interest in the Panuco Property; (xh) any checkthe Company having delivered to the Agents, noteat the Closing Time, draft or other means a certificate of payment good standing under the Business Corporations Act (British Columbia) for the Common Stock will Company, dated within two days of the applicable Closing Date; (i) the Agents having received at the Closing Time, such further certificates, opinions of counsel and other documentation from the Company as may be honoredcontemplated herein or as the Agents or Agents' Counsel may reasonably require, paid provided, however, that the Agents or enforceable against the Investor in accordance with its terms, Agents' Counsel shall request any such certificate or (y) subject document within a reasonable period prior to the performance of Closing Time that is sufficient for the Placement Agent's obligations Company to obtain and deliver such certificate, opinion or document, and in any event, at least two Business Days prior to the accuracy of the Placement Agent's representations and warranties hereunder, Closing Time; (1j) the Offering is exempt Company shall have caused each of its directors and officers to execute and deliver to the Agents a lock-up agreement, in form satisfactory to the Agents, acting reasonably; and (k) from the registration requirements date hereof until the Closing Time, PI Financial shall receive drafts of all press releases to be issued in connection with the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorOffering, with sufficient time for PI Financial and Agents' Counsel to comment thereon.

Conditions of Closing. The Closing Closings (as the term is defined in the Securities Purchase Agreement) shall be held at the offices of the Investor May Xxxxx or its counsel. The obligations of the Placement Agent May Xxxxx hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing Dates (as the "Closing Date"term is defined in the Securities Purchase Agreement ) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing DateDates; the accuracy on and as of the Closing Date Dates of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date Dates of its covenants and obligations hereunder and to the following further conditions: A. Upon At the effectiveness of a registration statement covering Initial Closing (as the Standby Equity Distribution term is defined in the Securities Purchase Agreement, the Investor and the Placement Agent ) May Xxxxx shall receive the opinion of Counsel to the CompanyXxxx X. Xxxxxxx P.C., dated as of the date thereofof the Initial Closing, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agentfor May Xxxxx. B. At or prior to the Initial Closing, the Investor and the Placement Agent counsel for May Xxxxx shall have been furnished such documents, certificates and opinions as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the ClosingClosings (as the term is defined in the Securities Purchase Agreement), (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement business, entered into by the Company on other than the date hereof documents relating to the Company's Equity Line of Credit Agreement with Cornell Capital Partners, L.P. which has not been disclosed in the Offering Materials or to the Placement Agent May Xxxxx in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent At Closings, May Xxxxx shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable ClosingClosings, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent Underwriters hereunder shall be subject (a) to the continuing performance by the Trust of its obligations to be performed hereunder or under the Indenture at or prior to the Closing, (b) to the accuracy of and compliance with the representations, warranties and covenants of the Responsible Parties contained herein, in each case as of the time of delivery of this Agreement and as of the Closing, and (c) in the discretion of the Underwriters, to the following further conditions: (a) All actions required to be taken and all filings required to be made by the Responsible Parties and the Trust under the Act prior to the sale of the Notes shall have been duly taken or made. At and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Responsible Parties or the Underwriters, shall be contemplated by the SEC. (b) Since the respective dates as of which information is given in the Registration Statement (or any amendment or supplement thereto), except as may otherwise be stated therein or contemplated thereby, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting the condition (financial or other), business, properties, net worth, or results of operations of the Responsible Parties not contemplated by the Registration Statement, which in the opinion of the Representative, would materially adversely affect the market for the Notes, or (ii) any event or development which makes any statement made in the Registration Statement or Prospectus untrue in any material respect or which, in the opinion of the Responsible Parties and their counsel or the Underwriters and their counsel, requires the filing of any amendment to or change in the Registration Statement or Prospectus in order to state a material fact required by any law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Registration Statement or Prospectus to reflect such event or development would, in the opinion of the Representative, materially adversely affect the market for the Notes. (c) None of the Responsible Parties shall have failed at or prior to the Closing Date to have performed or complied in any material respect with any of their respective agreements herein contained and required to be performed or complied with by it hereunder at or prior to the Closing Date. (d) Fitch Ratings ("Fitch"), Xxxxx'x Investors Services, Inc. ("Moody's"), and Standard & Poor's ("S&P") shall have (1) rated the Series A Notes "___", "___", and "___", respectively, and (2) rated the Series B Notes "__", "__", and "__", respectively, and there shall not have been any announcement by any of Fitch, Moody's or S&P that (i) it is downgrading any of its ratings assigned to the Notes or (ii) it is reviewing its ratings assigned the Notes with a view to possible downgrading, or with negative implications, or direction not determined. (e) At or prior to the Closing, the Representative shall have received the following documents: (1) opinions of Xxxxxxxx Xxxx LLP, as counsel to the Responsible Parties and the Trust, dated the Closing Date and addressed to the Trust, the Indenture Trustee, the Representative, Fitch, Moody's and S&P in form and substance reasonably satisfactory to the Representative and its counsel regarding (i) general corporate authority and other matters, (ii) true sale, non-consolidation for bankruptcy purposes and other matters, (iii) the accuracy and completeness of the Prospectus and the Registration Statement and certain matters arising under the Trust Indenture Act and the 1940 Act, and (iv) the perfection and priority of the security interests in the Financed Student Loans and the Trust Estate; (2) opinions of Xxxxxxxx & Shohl LLP, as counsel to Fifth Third Bank, in its capacity as Indenture Trustee, Co-Owner Trustee, and Eligible Lender Trustee, dated the Closing Date and addressed to the Trust, the Responsible Parties, the Representative, Fitch, Moody's and S&P in form and substance reasonably satisfactory to the Representative and its counsel, regarding the organization and authority of the Indenture Trustee, Co-Owner Trustee, and Eligible Lender Trustee and other matters; (3) opinions of Squire, Xxxxxxx & Xxxxxxx L.L.P., dated the Closing Date, (i) addressed to the Representative in its capacity as counsel to the Underwriters in form and substance reasonably satisfactory to the Representative, and (ii) addressed to the Trust, the Responsible Parties and the Representative in form and substance reasonably satisfactory to the Representative regarding tax matters; (4) opinions of Xxxxxxxx, Xxxxxx & Finger, dated the Closing Date and addressed to Trust, the Indenture Trustee, the Representative, Fitch, Moody's and S&P, (a) as counsel for the Owner Trustee, and (b) as special Delaware counsel for the Trust, in each case in form and substance reasonably satisfactory to the Representative and its counsel; (5) an opinion of counsel for each Guarantor, dated the Closing Date and addressed to the Trust, the Responsible Parties, the Indenture Trustee, the Representative, Fitch, Moody's and S&P, in form and substance reasonably acceptable to the Representative and its counsel; (6) a certificate of each Guarantor, dated the Closing Date and signed by the chief financial officer or other officer of the Guarantor acceptable to the Representative, in form and substance reasonably satisfactory to the Representative and its counsel; (7) an opinion of counsel for each Subservicer, dated the Closing Date and addressed to the Responsible Parties, the Indenture Trustee, the Representative, in form and substance reasonably satisfactory to the Representative and its counsel, Fitch, Moody's and S&P ; (8) a certificate of each Subservicer, dated the Closing Date and signed by the chief financial officer or other officer of the Subservicer acceptable to the Representative, in form and substance reasonably satisfactory to the Representative and its counsel; (9) a certificate, dated the Closing Date and signed by executive officers of the each of the Responsible Parties to the effect that all the representations and warranties of the Company Responsible Parties contained in their Basic Documents shall be true and correct in all material respects on and as of the date thereof and on and as of the Closing Date as if made on and as of the Closing Date; (10) A "Ratings Letter" from each of Fitch, Moody's, and S&P setting forth the ratings required under Section 9(d) hereof and otherwise satisfactory to the Representative and counsel to the Underwriters; (11) Evidence satisfactory to the Representative that, on or before the Closing Date, UCC-1 financing statements have been or are being filed in the office of the Secretary of State of Delaware, reflecting (i) the transfer of the interest of the Seller in the Financed Student Loans and the Investor herein proceeds thereof to the Depositor, (ii) the transfer of the interest of the Depositor in the Financed Student Loans and the proceeds thereof to the Trust, and (iii) the grant of the security interest by the Trust in the Trust Estate (including the Financed Student Loans) and the proceeds thereof to the Indenture Trustee; (12) Note specimens and a copy of the written order of the Trust to authenticate and deliver the Notes; (13) An executed copy or certified copy of an executed copy of each of the Basic Documents, each Guarantee Agreement and such further certificates and documents as the Representative shall have reasonably requested; (14) The letter from __________ dated the Closing Date, and in form and substance satisfactory to the Representative, to the effect that they have carried out certain specified procedures, not constituting an audit, with respect to certain information regarding the Financed Eligible Loans and setting forth the results of such specified procedures; (15) Evidence satisfactory to the Representative of the completion of all actions necessary to effect the transfer of the Financed Eligible Loans as described in the Prospectus and the recordation thereof on the Seller's, the Depositor's, the Trust's and the [Name of Subservicers'] computer systems; and (16) Such additional legal opinions, certificates, instruments and other documents as the Representative or counsel to the Underwriters may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date Responsible Parties' representations and warranties contained herein and of the statements of and information contained in the officers of the Company made pursuant to the provisions hereof; Prospectus and the due performance and satisfaction by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At Trust at or prior to the Closing, Closing of all agreements then to be performed and all conditions then to be satisfied by the Investor Trust in connection with the transactions contemplated by Basic Documents and the Placement Agent Prospectus. If the Responsible Parties shall have been furnished such documents, certificates and opinions as it may reasonably require for be unable to satisfy the purpose conditions to the obligations of enabling them to review or pass upon the matters referred to Underwriters contained in this Agreement, this Agreement shall terminate and neither the Offering Materials, or in order to evidence Underwriters nor the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there Responsible Parties shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) further obligation hereunder, except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 9 hereof. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein accuracy, as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers representations and warranties of the Company made pursuant contained herein, to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder hereunder, and to the following further additional conditions, and the Company shall not issue or sell the Units unless and until all of the conditions of this Section 5 shall have been satisfied or waived by the Placement Agent: A. Upon (a) The Registration Statement has been declared effective by the SEC and the offering of the Securities by the Company complies with Rule 415 of the 1933 Act Rules and Regulations. All filings required by Rule 424, Rule 430A, Rule 430B and Rule 433(d) of the 1933 Act Rules and Regulations will be promptly made. No stop order suspending the effectiveness of a registration statement covering the Standby Equity Distribution AgreementRegistration Statement, as amended from time to time, shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company or the Placement Agent, threatened or contemplated by the SEC, and any request of the SEC for additional information (to be included in the Registration Statement, the Investor and Disclosure Package or the Placement Agent Prospectus or otherwise) shall receive the opinion of Counsel have been complied with to the Company, dated as reasonable satisfaction of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At (b) The Placement Agent shall not have advised the Company on or prior to the ClosingClosing Date, that the Registration Statement, the Investor Disclosure Package or Prospectus or any amendment or supplement thereto contains an untrue statement of fact that, in the opinion of counsel to the Placement Agent, is material, or omits to state a fact that, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) On the Closing Date, the Placement Agent shall have been furnished received the opinion of Fenwick & West LLP, counsel for the Company, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth on Exhibit C hereto. (d) On the Closing Date, the Placement Agent shall have received the opinion of Jxxx X’Xxxx Hxxxxxx, intellectual property litigation counsel for the Company, addressed to the Placement Agent and dated the Closing Date, in substantially the form and substance as set forth on Exhibit D hereto. (e) On the Closing Date, the Placement Agent shall have received the opinion of Mxxxxxxx, Xxx & Bxxxxx LLP, intellectual property counsel for the Company, addressed to the Placement Agent and dated the Closing Date, in substantially the form and substance as set forth on Exhibit E hereto. (f) The Placement Agent shall have received on the Closing Date, from Pillsbury Wxxxxxxx Xxxx Xxxxxxx LLP, counsel to the Placement Agent, such documentsopinion or opinions, certificates and opinions dated the Closing Date, with respect to such matters as it the Placement Agent may reasonably require require; and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose purposes of enabling them to review or pass upon on such matters. (g) On the matters referred to in date of this Agreement and on the Closing Date, the Placement Agent shall have received from each of Bxxx, Pilger & Mxxxx LLP and Ernst & Young LLP a letter or letters, dated the date of this Agreement and the Offering MaterialsClosing Date, or respectively, in order form and substance satisfactory to evidence the accuracyPlacement Agent and counsel for the Placement Agent, completeness or satisfaction of any confirming that they are independent registered public accountants with respect to the Company within the meaning of the representations1933 Act and the published Rules and Regulations and the rules and regulations of the PCAOB, warranties or conditions herein containedand stating the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to placement agents in connection with registered public offerings. C. At (h) Except as contemplated in each of the Disclosure Package and prior to the ClosingProspectus, (i) there neither the Company nor any of its Subsidiaries shall have been no material adverse change nor development involving a prospective change sustained since the date of the latest audited financial statements included or incorporated by reference in the condition Disclosure Package and the Prospectus any loss or prospects interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and (ii) subsequent to the business activities, financial or otherwise, of the Company from the latest respective dates as of which such condition information is set forth given in the Offering Materials; (ii) there Registration Statement, the Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries shall have been no transactionincurred any liability or obligation, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement direct or contingent, or entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materialsany transactions, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long capital stock or short term) short-term or liabilities or obligations long-term debt of the Company and its Subsidiaries or any change, or any development involving or that might reasonably be expected to involve a prospective change in the condition (contingent financial or otherwiseother), net worth, business, affairs, management, prospects, results of operations or cash flow of the Company or its Subsidiaries, the effect of which, in any such case described in clause (i) or (ii), is in the Placement Agent’s judgment so material or adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units being delivered on such Closing Date on the terms and trade payable debtin the manner contemplated in each of the Disclosure Package and the Prospectus. (i) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the NASDAQ Global Market or the American Stock Exchange or the establishing on such exchanges or market by the SEC or by such exchanges or markets of minimum or maximum prices that are not in force and effect on the date hereof; (ii) a suspension or material limitation in trading in the Company’s securities on the NASDAQ Global Market or the establishing on such market by the SEC or by such market of minimum or maximum prices that are not in force and effect on the date hereof; (iii) a general moratorium on commercial banking activities declared by either federal or any state authorities; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, which in the Placement Agent’s judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units in the manner contemplated in the Prospectus; or (v) no material amount any calamity or crisis, change in national, international or world affairs, act of God, change in the international or domestic markets, or change in the existing financial, political or economic conditions in the United States or elsewhere, that in the Placement Agent’s judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the assets Unites in the manner contemplated in each of the Company shall have been pledged or mortgaged, except as indicated in Disclosure Package and the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsProspectus. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (Cj) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, in their capacities as such, stating that: (i) the condition set forth in Section 5(a) has been fully satisfied; (ii) they have carefully examined the Registration Statement, the Disclosure Package and the Prospectus as amended or supplemented and all documents incorporated by reference therein and nothing has come to insure their attention that (x) would lead them to believe that any checkof the Registration Statement, note, draft the Disclosure Package or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its termsProspectus, or any amendment or supplement thereto or any documents incorporated by reference therein as of their respective effective, issue or filing dates, contained, and the Prospectus as amended or supplemented and all documents incorporated by reference therein and when read together with the documents incorporated by reference therein, at such Closing Date, contains any untrue statement of a material fact, or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (yiii) subject since the Effective Date, there has occurred no event required to be set forth in an amendment or supplement to the performance of Registration Statement, the Placement Agent's obligations and Disclosure Package or the accuracy of the Placement Agent's representations and warranties hereunder, (1Prospectus which has not been so set forth; there has been no Issuer Free Writing Prospectus required to be filed under Rule 433(d) the Offering is exempt from the registration requirements of the 1933 Act Rules and Regulations that has not been so filed; and there has been no document required to be filed under the 1934 Act and the 1934 Act Rules and Regulations that upon such filing would be deemed to be incorporated by reference into the Disclosure Package or the Prospectus that has not been so filed; (iv) all representations and warranties made herein by the Company are true and correct at such Closing Date, with the same effect as if made on and as of such Closing Date, and all agreements herein to be performed or complied with by the Company on or prior to such Closing Date have been duly performed and complied with by the Company; (v) neither the Company nor any of its Subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in each of the Disclosure Package and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and (vi) except as disclosed in each of the Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement, each of the Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations, direct or contingent, other than in the ordinary course of business, or entered into any transactions not in the ordinary course of business, which in either case are material to the Company or such Subsidiary; and there has not been any change in the capital stock or material increase in the short-term debt or long term debt of the Company or any applicable state "Blue Sky" law of its Subsidiaries or any material adverse change or any development involving or that may reasonably be expected to involve a prospective material adverse change, in the condition (2financial or other), net worth, business, affairs, management, prospects, results of operations or cash flow of the Company and its Subsidiaries taken as a whole; and there has been no dividend or distribution of any kind, paid or made by the Company on any class of its capital stock. (k) The Company shall have furnished to the Investor is an Accredited InvestorPlacement Agent at the Closing Date such further information, opinions, certificates, letters and documents as the Placement Agent may have reasonably requested. (l) The Shares and the Warrant Shares shall have been approved for trading upon official notice of issuance on the NASDAQ Global Market. (m) The Placement Agent shall have received duly and validly executed letter agreements referred to in Section 4(o) hereof. (n) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the placement agency terms and conditions. All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Placement Agent and to Pillsbury Wxxxxxxx Xxxx Xxxxxxx LLP, counsel for the Placement Agent. The Company will furnish the Placement Agent with such signed and conformed copies of such opinions, certificates, letters and documents as the Placement Agent may request. If any of the conditions specified above in this Section 5 shall not have been satisfied at or prior to the Closing Date or waived by the Placement Agent in writing, this Agreement may be terminated by the Placement Agent on notice to the Company, whereupon the Company shall not issue or sell the Units.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent Underwriters hereunder shall be subject (a) to the continuing performance by the Responsible Parties of their obligations to be performed hereunder or under the Basic Documents at or prior to the Closing, (b) to the accuracy of and compliance with the representations, warranties and covenants of the Responsible Parties contained herein, in each case as of the time of delivery of this Agreement and as of the Closing, and (c) in the discretion of the Underwriters, to the following further conditions: (a) All actions required to be taken and all filings required to be made by the Responsible Parties and the Trust under the Act prior to the sale of the Notes shall have been duly taken or made. At and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Responsible Parties or the Underwriters, shall be contemplated by the SEC. (b) Since the respective dates as of which information is given in the Registration Statement (or any amendment or supplement thereto), except as may otherwise be stated therein or contemplated thereby, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting the condition (financial or other), business, properties, net worth, or results of operations of the Responsible Parties not contemplated by the Registration Statement, which in the opinion of the Representatives, would materially adversely affect the market for the Notes, or (ii) any event or development which makes any statement made in the Registration Statement or Prospectus untrue in any material respect or which, in the opinion of the Responsible Parties and their counsel or the Underwriters and their counsel, requires the filing of any amendment to or change in the Registration Statement or Prospectus in order to state a material fact required by any law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Registration Statement or Prospectus to reflect such event or development would, in the opinion of the Representatives, materially adversely affect the market for the Notes. (c) None of the Responsible Parties shall have failed at or prior to the Closing Date to have performed or complied in any material respect with any of their respective agreements herein contained and required to be performed or complied with by it hereunder at or prior to the Closing Date. (d) Fitch Ratings (“Fitch”), Xxxxx’x Investors Services, Inc. (“Moody’s”), and Standard & Poor’s (“S&P”) shall have (1) rated the Series A Notes “AAA”, “Aaa”, and “AAA”, respectively, and (2) rated the Series B Notes at least “AA”, “Aa2”, and “AA-”, respectively, and there shall not have been any announcement by any of Fitch, Moody’s or S&P that (i) it is downgrading any of its ratings assigned to the Notes or (ii) it is reviewing its ratings assigned the Notes with a view to possible downgrading, or with negative implications, or direction not determined. (e) At or prior to the Closing, the Representatives shall have received the following documents: (1) opinions of Xxxxxxxx Xxxx LLP, as counsel to the Responsible Parties and the Trust, dated the Closing Date and addressed to the Trust, the Indenture Trustee, each Representative, Fitch, Moody’s and S&P in form and substance reasonably satisfactory to the Representatives and their counsel regarding (i) general corporate authority and other matters, (ii) true sale, non-consolidation for bankruptcy purposes and other matters, (iii) the accuracy and completeness of the Prospectus and the Registration Statement and certain matters arising under the Trust Indenture Act and the 1940 Act, (iv) the perfection and priority of the security interests in the Financed Student Loans and the Trust Estate and (v) regarding tax matters; (2) opinions of Xxxxx, Xxxxxx & Xxxxxx, LLP, as counsel to the Trust Eligible Lender Trustee and the Indenture Trustee, dated the Closing Date and addressed to the Trust, the Responsible Parties, each Representative, Fitch, Moody’s and S&P in form and substance reasonably satisfactory to the Representatives and their counsel, regarding the organization and authority of the Trust Eligible Lender Trustee and the Indenture Trustee and other matters; (3) opinions of Xxxxxxxx & Shohl LLP, as counsel to the Trust Eligible Lender Trustee, dated the Closing Date and addressed to the Trust, the Responsible Parties, each Representative, Fitch, Moody’s and S&P in form and substance reasonably satisfactory to the Representatives and their counsel, regarding the organization and authority of the Seller Eligible Lender Trustee and the Depositor Eligible Lender Trustee and other matters; (4) opinions of XxXxx Xxxxxx LLP, as counsel to the Underwriters, dated the Closing Date and addressed to each Representative in its capacity as counsel to the Underwriters, in form and substance reasonably satisfactory to the Representatives; (5) opinions of Xxxxxxxx, Xxxxxx & Finger, dated the Closing Date and addressed to Trust, the Responsible Parties, the Indenture Trustee, each Representative, Fitch, Moody’s and S&P, (a) as counsel for the Owner Trustee, and (b) as special Delaware counsel for the Trust, in each case in form and substance reasonably satisfactory to the Representatives and their counsel; (6) an opinion of counsel for each Guaranty Agency, dated the Closing Date and addressed to the Trust, the Responsible Parties, the Indenture Trustee, each Representative, Fitch, Moody’s and S&P, in form and substance reasonably acceptable to the Representatives and their counsel; (7) a certificate of each Guaranty Agency, dated the Closing Date and signed by the chief financial officer or other officer of the Guarantor acceptable to each Representative, in form and substance reasonably satisfactory to the Representatives and their counsel; (8) an opinion of counsel for each Subservicer, dated the Closing Date and addressed to the Responsible Parties, the Indenture Trustee, each Representative, in form and substance reasonably satisfactory to the Representatives and their counsel, Fitch, Xxxxx’x and S&P; (9) a certificate of each Subservicer, dated the Closing Date and signed by the chief financial officer or other officer of the Subservicer acceptable to the Representatives, in form and substance reasonably satisfactory to the Representatives and their counsel; (10) a certificate, dated the Closing Date and signed by executive officers of each of the Responsible Parties to the effect that all the representations and warranties of the Company Responsible Parties contained in their Basic Documents shall be true and correct in all material respects on and as of the date thereof and on and as of the Closing Date as if made on and as of the Closing Date; (11) A “Ratings Letter” from each of Fitch, Moody’s, and S&P setting forth the ratings required under Section 9(d) hereof and otherwise satisfactory to the Representatives and their counsel; (12) Evidence satisfactory to the Representatives that, on or before the Closing Date, UCC-1 financing statements have been or are being filed in the office of the Secretary of State of Delaware, reflecting (i) the transfer of the interest of the Seller in the Financed Student Loans and the Investor herein proceeds thereof to the Depositor, (ii) the transfer of the interest of the Depositor in the Financed Student Loans and the proceeds thereof to the Trust, and (iii) the grant of the security interest by the Trust in the Trust Estate (including the Financed Student Loans) and the proceeds thereof to the Indenture Trustee; (13) Note specimens and a copy of the written order of the Trust to authenticate and deliver the Notes; (14) An executed copy or certified copy of an executed copy of each of the Basic Documents, each Guarantee Agreement and such further certificates and documents as the Representatives shall have reasonably requested; (15) The letter from PricewaterhouseCoopers dated the Closing Date, and in form and substance satisfactory to each Representative, to the effect that they have carried out certain specified procedures, not constituting an audit, with respect to certain information regarding the Financed Eligible Loans and setting forth the results of such specified procedures; (16) Evidence satisfactory to each Representative of the completion of all actions necessary to effect the transfer of the Financed Eligible Loans as described in the Prospectus and the recordation thereof on the Seller’s, the Depositor’s, the Trust’s and the Subservicers’ computer systems; and (17) Such additional legal opinions, certificates, instruments and other documents as the Representatives or their counsel may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date Responsible Parties’ representations and warranties contained herein and of the statements of and information contained in the officers of the Company made pursuant to the provisions hereof; Prospectus and the due performance and satisfaction by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At Trust at or prior to the Closing, Closing of all agreements then to be performed and all conditions then to be satisfied by the Investor Trust in connection with the transactions contemplated by Basic Documents and the Placement Agent Prospectus. If the Responsible Parties shall have been furnished such documents, certificates and opinions as it may reasonably require for be unable to satisfy the purpose conditions to the obligations of enabling them to review or pass upon the matters referred to Underwriters contained in this Agreement, this Agreement shall terminate and neither the Offering Materials, or in order to evidence Underwriters nor the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there Responsible Parties shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) further obligation hereunder, except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwiseSection 7(1) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 10 hereof. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. 6.1 The Trusts’ and the Administrators’ Conditions of Closing Each of the Trusts and the Administrators shall be held at the offices obligated to complete their respective Transaction only if each of the Investor following conditions precedent applicable to their respective Transaction has been satisfied in full on or its counsel. The obligations before the applicable Closing Date (each of which conditions precedent is acknowledged to be for the exclusive benefit of the Placement Agent hereunder shall be subject to applicable Trust and the continuing accuracy applicable Administrator) or waived, in whole or in part, by the applicable Trust and the applicable Administrator in their sole discretion: (a) all of the representations and warranties of Purpose made in this Agreement shall be true and correct in all material respects as at the Company and Effective Time with the Investor herein same effect as of the date hereof if made at and as of the Date of Closing Effective Time (except as (i) those representations and warranties may be affected by events or transactions (A) expressly permitted by this Agreement or (B) approved in writing by the "Closing Date") with respect to applicable Trust and/or the Company or the InvestorAdministrator, as the case may be, or (ii) would not be reasonably expected to have a material adverse effect on the business, financial condition, assets or liabilities of Purpose or the ability of Purpose to complete the transactions contemplated by this Agreement); (b) Purpose shall have complied with or performed in all material respects all of the obligations, covenants and agreements under this Agreement to be complied with or performed by it at or prior to Closing; (c) With respect to the SBT Transaction, (i) the SXX Agreement shall have been executed and delivered by Purpose to the SBT Administrator, and (ii) the SBT Management Agreement shall have been executed and delivered by the parties to such agreement; (d) With respect to the CGT Transaction, (i) the CGM Agreement shall have been executed and delivered by Purpose to the CGT Administrator, and (ii) the CGT Management Agreement shall have been executed and delivered by the parties to such agreement; (e) the applicable Trust and the applicable Administrator shall receive the following deliveries at or prior to Closing: (A) all instruments necessary or reasonably required for Purpose to act as if it had been made on and as the investment fund manager of such Closing Date; Trust in accordance with the accuracy on and SBT Management Agreement or the CGT Management Agreement, as the case may be; (B) in respect of Purpose: (1) a certificate of status or its equivalent under the laws of the Closing Date jurisdiction governing its corporate existence; and (2) certified copies of: (i) its constating documents, (ii) all resolutions of its shareholders and board of directors authorizing the statements execution, delivery and performance of the officers of the Company made pursuant this Agreement as well as Contracts, agreements, instruments, certificates, and other documents required by this Agreement to be delivered by Purpose to the provisions hereofother Parties to this Agreement, and (iii) a list of its officers and directors authorized to sign this Agreement together with specimen signatures; and (C) a certificate of Purpose in respect of its representations and the performance by the Company warranties set out in Section 3.3 and the Investor on and as of the Closing Date in respect of its covenants and other obligations hereunder and set out in this Agreement; (f) with respect to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution AgreementSBT Transaction, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as requisite Approval of the date thereof, which opinion shall be in form and substance reasonably satisfactory to SBT Unitholders of the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent SBT Transaction shall have been furnished such documentsobtained; (g) with respect to the CGT Transaction, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any requisite Approval of the representations, warranties or conditions herein contained.CGT Unitholders of the CGT Transaction shall have been obtained; C. At (h) all necessary Approvals (including the requisite Approval of the Exchange and prior to any other stock exchange upon which the Closing, Units of the applicable Trust will be listed) required in connection with such Transaction shall have been obtained; (i) no Applicable Law shall have been enacted, which is likely to result in an Order prohibiting the completion of the applicable Transaction; (j) there shall have been no breach by Purpose of Section 5.4(b) in any material respect (without giving effect to any materiality qualification contained in Section 5.4(b)); (k) on the Closing Date, there shall be no active, pending or threatened litigation in any court or any proceeding or investigation by any Governmental Authority in which it is or may be sought to restrain or prohibit consummation of the applicable Transaction; and (l) there shall be no adverse change nor development involving a prospective material change in the business, affairs, financial condition or prospects operations of Purpose between the date of this Agreement and the Closing Date. 6.2 Purpose’s Conditions of Closing Purpose shall be obliged to complete each of the Transactions only if each of the following conditions precedent applicable to the particular Transaction has been satisfied in full on or before the applicable Closing Date (each of which conditions precedent is acknowledged to be for the exclusive benefit of Purpose) or waived, in whole or in part, by Purpose in its sole discretion: (a) all of the representations and warranties of each of the applicable Trust and the Administrator made in this Agreement shall be true and correct in all material respects as at the Effective Time with the same effect as if made at and as of the Effective Time (except as (i) those representations and warranties may be affected by events or transactions (A) expressly permitted by this Agreement or (B) approved in writing by Purpose, or (ii) would not have a Material Adverse Effect); (b) each applicable Trust and Administrator shall have complied with or performed in all material respects all of the obligations, covenants and agreements under this Agreement to be complied with or performed by it at or prior to Closing; (c) with respect to the SBT Transaction, (i) the SXX Agreement shall have been executed and delivered by the SBT Administrator to Purpose, and (ii) the SBT Management Agreement shall have been executed and delivered by SBT to Purpose; (d) with respect to the CGT Transaction, (i) the CGM Agreement shall have been executed and delivered by the CGT Administrator to Purpose, and (ii) the CGT Management Agreement shall have been executed and delivered by CGT to Purpose; (e) Purpose shall receive the following deliveries at or prior to Closing: (A) all Books and Records; (B) in respect of the applicable Administrator, a certificate of status or its equivalent under the laws of the jurisdiction governing its corporate existence; (C) in respect of SBT, certified copies of (i) the SBT Declaration of Trust, (ii) all necessary resolutions of the SBT board of trustees and (if required by Applicable Law or the business activitiesSBT Declaration of Trust) SBT Unitholders approving the SBT Transaction and the execution, financial or otherwisedelivery and performance of this Agreement as well as Contracts, agreements, instruments, certificates, and other documents required by this Agreement to be delivered by SBT and the SBT Administrator to Purpose; and (iii) a list of its officers and trustees authorized to sign this Agreement together with specimen signatures; (D) in respect of CGT, certified copies of (i) the CGT Declaration of Trust, (ii) all necessary resolutions of the Company from CGT board of trustees and (if required by Applicable Law or the latest dates CGT Declaration of Trust) CGT Unitholders approving the CGT Transaction and the execution, delivery and performance of this Agreement as well as Contracts, agreements, instruments, certificates, and other documents required by this Agreement to be delivered by CGT and the CGT Administrator to Purpose; and (iii) a list of its officers and trustees authorized to sign this Agreement together with specimen signatures; (E) a certificate of the applicable Administrator in respect of its representations and warranties set out in Section 3.1, and in respect to its covenants and other obligations set out in this Agreement and, in respect of there having been no Material Adverse Effect between the date of this Agreement and the Closing Date; and (F) a certificate of the applicable Trust in respect of its representations and warranties set out in Section 3.2, and in respect to its covenants and other obligations set out in this Agreement and, in respect of there having been no Material Adverse Effect between the date of this Agreement and the Closing Date; (f) all necessary Approvals (including the requisite Approval of the Exchange and any other stock exchange upon which the Units of the applicable Trust will be listed) required in connection with such condition is set forth in Transaction shall have been obtained; (g) with respect to the Offering Materials; SBT Transaction, the requisite Approval of the SBT Unitholders of the SBT Transaction shall have been obtained; (iih) with respect to the CGT Transaction, the requisite Approval of the CGT Unitholders of the CGT Transaction shall have been obtained; (i) no Material Adverse Effect shall have occurred since the date of this Agreement; (j) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into breach by the Company on the date hereof which has not been disclosed applicable Trust or applicable Administrator of Section 5.4(a) in the Offering Materials or to the Placement Agent in writing; any material respect (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating without giving effect to any outstanding indebtedness for which a waiver or extension has not been otherwise received; materiality qualification contained in Section 5.4(a)); (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (vk) no material amount of the assets of the Company Applicable Law shall have been pledged or mortgagedenacted, except as indicated which is likely to result in an Order prohibiting the Offering Materialscompletion of the applicable Transaction; and and (vl) no actionon the Closing Date, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses there shall be no active, pending or threatened before or by litigation in any court or federal any proceeding or state commission, board investigation by any Governmental Authority in which it is or other administrative agency, domestic may be sought to restrain or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as prohibit consummation of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correctTransaction. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at following are conditions precedent to the offices obligation of the Investor or its counsel. The obligations Agent to complete the Closing and of the Placement Agent hereunder shall Purchasers to purchase the Offered Units, which conditions the Corporation hereby covenants and agrees to use commercially reasonable efforts thereof to fulfil within the time set out herein therefor, and which conditions may be subject to waived in writing in whole or in part by the continuing accuracy of Agent: (i) the representations and warranties of the Company Corporation contained in this Agreement and the Investor herein as of the date hereof Subscription Agreements will be true and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may becorrect, as if it had been made on and as of such Closing Date; the accuracy on at and as of the Closing Date of the statements of the officers of the Company made pursuant Time, except where such representation or warranty makes reference to the provisions hereof; a certain date, then such representation or warranty is true and the performance by the Company and the Investor on and correct as of such date; (ii) the Closing Date of its covenants Corporation will have complied with all covenants, and obligations hereunder satisfied all terms and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to contained in this Agreement and the Offering Materials, Subscription Agreements on its part to be complied with or in order to evidence the accuracy, completeness satisfied at or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, Closing Time; (iiii) there the Corporation shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activitiesreceived all necessary approvals and consents, financial or otherwise, including all necessary regulatory approvals and consents (including those of the Company from Stock Exchange) required for the latest dates as completion of which such condition is the transaction contemplated by this Agreement, all in a form satisfactory to the Agent; (iv) the Stock Exchange shall have conditionally approved the listing of the Debenture Shares and Warrant Shares underlying the Offered Units and the Broker Units issuable upon exercise of the Broker Warrants, subject to the fulfillment of customary conditions; (v) the Agent shall have received the opinions, certificates and documents set forth in Section 4(a) to be delivered to the Offering MaterialsAgent; (vi) the Corporation will have entered into the Debenture Indenture and the Warrant Indenture, each in a form satisfactory to the Agent, acting reasonably; and (iivii) there shall have been no transaction, the Agent not in having previously terminated the ordinary course of business except the transactions obligations thereof pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsthis Agreement. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "“Closing Date"”) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's ’s obligations and the accuracy of the Placement Agent's ’s representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Securities Act or any applicable state "“Blue Sky" ” law or (2) the Investor is an Accredited Investor.

Conditions of Closing. (i) The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. (ii) Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. (iii) At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. (iv) At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. (v) If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. (vi) The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Securities Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counselcounsel as required. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing parties acknowledge that completion of the transaction provided for herein is conditional upon the following: (a) the Purchaser shall be held satisfied, acting reasonably, that the Company has, as of the Closing Date, no outstanding liabilities, except for (i) unsecured liabilities to trade creditors incurred in the ordinary course of the Company's business, which shall not exceed (pound)125,000 and (ii) with respect to income taxes payable, as disclosed in such subparagraph 9(o) above. (b) the Purchaser shall be satisfied with its negotiations with the employees and consultants of the Company with respect to Post-Closing employment; (c) the Purchaser shall have received written confirmation from all secured parties and governmental bodies that the Purchased Shares may be transferred as contemplated hereby, free of all charges or encumbrances; (d) all directors and officers of the Company shall have resigned and released the Company of further liability, except for those directors and officers whom the Purchaser wishes to retain; (e) the Shareholder shall provide the Company with a general release, in form and substance satisfactory to the Purchaser, of any claim existing as at the offices Closing Date; (f) the Shareholder and the directors of the Investor or its counsel. The obligations Company shall have executed the various corporate documents and resolutions of the Placement Agent hereunder shall be subject Company that require execution by the Shareholder and the directors of the Company, and in the event that any of the corporate records have deficiencies, the Shareholder will assist the Purchaser to the continuing accuracy of rectify such deficiencies; (g) the representations and warranties of the Company Shareholder contained in this Agreement shall be true and the Investor herein correct as of the date hereof Closing Date with the same force and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, effect as if it such representations and warranties had been made on and as of such Closing Date; date; (h) all approvals requested for the accuracy on and as transfer of the Closing Date Purchased Shares shall have been obtained including the approval of the statements board of directors of the officers Company; (i) the Shareholder shall have returned all material and documents of the Company made pursuant in his possession, and shall verify that any electronically stored information has been returned with all copies destroyed; (j) TD Bank shall have provided its written consent to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be this transaction in form and substance reasonably terms satisfactory to the Investor, their counsel Shareholder and the Placement Agent.Purchaser; and B. At or prior to (k) the Closing, the Investor Purchaser and the Placement Agent Shareholder shall have been furnished such documents, certificates executed and opinions as it may reasonably require for delivered a forbearance agreement addressing the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any status of the representationsNavtech Flight Operations Support Software, warranties or conditions herein containedsystems products and services (including without limitation Navtech Master Products & Services Agreement No. 94-05) ("Navtech FOMS"). C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) If requested by the effectiveness of Selling Agent, MLAI shall deliver a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel certificate to the Company, dated effect that: (i) the representations and warranties of MLAI contained herein are true and correct with the same effect as though expressly made at the Initial Closing Time and in respect of the Memorandum as in effect at the Initial Closing Time; and (ii) MLAI has performed all covenants and agreements herein contained to be performed on its part as of or prior to the date thereofInitial Closing Time. (b) As of the Initial Closing Time, which opinion Sidley Austin Brown & Wood LLP, counsel to the Manager, shall be delivxx xx xxx xxe pxxxxes hereto its opinion, in form and substance reasonably satisfactory to each of the Investor, their counsel and the Placement Agentparties hereto. B. At or prior to the Closing, the Investor and the Placement Agent (c) The parties hereto shall have been furnished with such documentsadditional information, opinions, certificates and opinions documents, including supporting documents relating to parties described in the Memorandum and letters of representation signed by such parties with regard to information relating to them and included in the Memorandum as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained.; and all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to Sidley Austin Brown & Wood LLP. APPENDIX A C. At and prior to (d) As of each Additional Closing Time, the Closing, (i) there parties hereto shall have been no material adverse change nor development involving a prospective change in furnished with such information, opinions and certified documents as the condition Manager and the Selling Agent may deem to be necessary or prospects or the business activities, financial or otherwise, appropriate. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be canceled by any change party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the indebtedness (long Initial Closing Time, and any such cancellation or short term) or liabilities or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 6. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein accuracy, as of the date hereof and as of the Date of Closing (the "Closing Date", of the representations and warranties of the Company contained herein, to the performance by the Company of its covenants and obligations hereunder, and to the following additional conditions, and the Company shall not issue or sell the Securities unless and until all of the conditions of this Section 5 shall have been satisfied or waived by the Placement Agent: (a) The Registration Statement has been declared effective by the SEC and the offering of the Securities by the Company complies with Rule 415 of the 1933 Act Rules and Regulations. All filings required by Rule 424, Rule 430A, Rule 430B and Rule 433(d) of the 1933 Act Rules and Regulations will be promptly made. No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company or the Placement Agent, threatened or contemplated by the SEC, and any request of the SEC for additional information (to be included in the Registration Statement, the Disclosure Package or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent. (b) The Placement Agent shall not have advised the Company on or prior to the Closing Date, that the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto contains an untrue statement of fact that, in the opinion of counsel to the Placement Agent, is material, or omits to state a fact that, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) On the Closing Date, the Placement Agent shall have received the opinion of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel for the Company, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as set forth on Exhibit A hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth on Exhibit B hereto. (d) On the date of this Agreement and on the Closing Date, the Placement Agent shall have received from Xxxxxxx & White LLP, a letter or letters, dated the date of this Agreement and the Closing Date, respectively, in form and substance satisfactory to the Placement Agent and counsel for the Placement Agent, confirming that they are independent registered public accountants with respect to the Company or within the Investormeaning of the 1933 Act and the published 1933 Act Rules and Regulations and the rules and regulations of the PCAOB, as and stating the case may be, as if it had been made on conclusions and as findings of such Closing Date; firm with respect to the accuracy on financial information and other matters ordinarily covered by accountants’ “comfort letters” to placement agents in connection with registered public offerings. (e) Except as contemplated in each of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; Disclosure Package and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the ClosingProspectus, (i) there neither the Company nor any of its Subsidiaries shall have been no material adverse change nor development involving a prospective change sustained since the date of the latest audited financial statements included or incorporated by reference in the condition Disclosure Package and the Prospectus any material loss or prospects interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and (ii) subsequent to the business activities, financial or otherwise, of the Company from the latest respective dates as of which such condition information is set forth given in the Offering Materials; (ii) there Registration Statement, the Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries shall have been no transactionincurred any liabilities or obligations, direct or contingent, other than in the ordinary course of business, or entered into any transactions not in the ordinary course of business except the transactions pursuant business, which in either case are material to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materialssuch Subsidiary, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long capital stock or short term) material increase in the short-term or liabilities or obligations long-term debt of the Company and its Subsidiaries or any Material Adverse Change, or any development involving or which might reasonably be expected to involve a prospective Material Adverse Change, the effect of which, in any such case described in clause (contingent i) or otherwise(ii), is in the Placement Agent’s judgment so material or adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being delivered on such Closing Date on the terms and in the manner contemplated in each of the Disclosure Package and the Prospectus. (f) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Nasdaq Global Market or The American Stock Exchange or the establishing on such exchanges or market by the SEC or by such exchanges or markets of minimum or maximum prices that are not in force and trade payable debteffect on the date hereof; (ii) a suspension or material limitation in trading in the Company’s securities on The American Stock Exchange or the establishing on such market by the SEC or by such market of minimum or maximum prices that are not in force and effect on the date hereof; (iii) a general moratorium on commercial banking activities declared by either federal or any state authorities; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, which in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities in the manner contemplated in the Prospectus; or (v) no material amount any calamity or crisis, change in national, international or world affairs, act of God, change in the international or domestic markets, or change in the existing financial, political or economic conditions in the United States or elsewhere, that in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the assets Securities in the manner contemplated in each of the Company Disclosure Package and the Prospectus. (g) The Placement Agent shall have been pledged or mortgagedreceived certificates, except as indicated in dated the Offering Materials; Closing Date and (v) no action, suit or proceeding, at law or in equity, against signed by the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect Chief Executive Officer and the businesses, prospects or financial condition or income Chief Financial Officer of the Company, except in their capacities as set forth in the Offering Materials.such, stating that: D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that (i) the conditions set forth in subparagraph (CSection 5(a) above have been satisfied fully satisfied; (ii) they have carefully examined the Registration Statement, the Disclosure Package and thatthe Prospectus as amended or supplemented and all documents incorporated by reference therein and nothing has come to their attention that would lead them to believe that any of the Registration Statement, the Disclosure Package or the Prospectus, or any amendment or supplement thereto or any documents incorporated by reference therein as of their respective effective, issue or filing dates, contained, and the applicable closingProspectus as amended or supplemented and all documents incorporated by reference therein and when read together with the documents incorporated by reference therein, at such Closing Date, contains any untrue statement of a material fact, or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) since the Effective Date, there has occurred no event required to be set forth in an amendment or supplement to the Registration Statement, the Disclosure Package or the Prospectus which has not been so set forth; there has been no Issuer Free Writing Prospectus required to be filed under Rule 433(d) of the 1933 Act Rules and Regulations that has not been so filed; and there has been no document required to be filed under the 1934 Act and the 1934 Act Rules and Regulations that upon such filing would be deemed to be incorporated by reference into the Disclosure Package or the Prospectus that has not been so filed; (iv) all representations and warranties made herein by the Company are true and correct at such Closing Date, with the same effect as if made on and as of such Closing Date, and all agreements herein to be performed or complied with by the Company on or prior to such Closing Date have been duly performed and complied with by the Company; (v) neither the Company nor any of its Subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in each of the Disclosure Package and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and (vi) except as disclosed in each of the Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement, each of the Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations, direct or contingent, other than in the ordinary course of business, or entered into any transactions not in the ordinary course of business, which in either case are material to the Company or such Subsidiary; and there has not been any change in the capital stock or material increase in the short-term debt or long-term debt of the Company set forth herein are true or any of its Subsidiaries or any Material Adverse Change or any development involving or that may reasonably be expected to involve a prospective Material Adverse Change; and correctthere has been no dividend or distribution of any kind, paid or made by the Company on any class of its capital stock. E. (h) The Company shall have furnished to the Placement Agent at the Closing Date such further information, opinions, certificates, letters and documents as the Placement Agent may have reasonably requested. (i) The Shares and the Warrant Shares shall have been approved for trading upon official notice of issuance on The American Stock Exchange. (j) The Placement Agent shall have no obligation received duly and validly executed letter agreements referred to insure in Section 4(n) hereof. (k) The NASD shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the placement agency terms and conditions. (xl) any checkAll such opinions, notecertificates, draft or other means of payment for the Common Stock letters and documents will be honored, paid or enforceable against in compliance with the Investor provisions hereof only if they are satisfactory in accordance with its terms, or (y) subject form and substance to the performance of Placement Agent and to Xxxxxxxxxx Xxxxxxx PC, counsel for the Placement Agent's obligations . The Company will furnish the Placement Agent with such signed and conformed copies of such opinions, certificates, letters and documents as the accuracy Placement Agent may request. (m) If any of the conditions specified above in this Section 5 shall not have been satisfied at or prior to the Closing Date or waived by the Placement Agent's representations and warranties hereunderAgent in writing, (1) this Agreement may be terminated by the Offering is exempt from Placement Agent on notice to the registration requirements of Company, whereupon the 1933 Act Company shall not issue or any applicable state "Blue Sky" law or (2) sell the Investor is an Accredited InvestorSecurities.

Conditions of Closing. The Closing shall be held at 7.01 Conditions Precedent to the offices Obligations of the Investor or its counselPurchaser Hereunder. The ------------------------------------------------------------------ All obligations of the Placement Agent Purchaser hereunder shall be with respect to the purchase and sale of the Acquired Assets are subject to the continuing accuracy fulfillment to the satisfaction of the Purchaser and its legal counsel, prior to or at the Closing, of each of the following conditions, except to the extent that the Purchaser may waive any one or more thereof: (a) The representations and warranties contained in Article V of this Agreement, the Company schedules hereto and in each Related Document delivered by the Investor herein Seller pursuant hereto or in connection with the transactions contemplated hereby shall be true, complete and accurate in all material respects as of the date hereof when made and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on at and as of the Closing Date of the statements of the officers of the Company as though such representations and warranties were made pursuant to the provisions hereof; and the performance by the Company and the Investor on at and as of the Closing Date of its covenants such date, except for representations and obligations hereunder and to the following further conditions: A. Upon the effectiveness warranties that speak as of a registration statement covering the Standby Equity Distribution Agreementspecific date or time, the Investor which need only be true and the Placement Agent shall receive the opinion of Counsel to the Company, dated correct as of the such date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agentor time. B. At (b) The Seller shall have performed and complied in all material respects with all agreements, obligations and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing. (c) The Purchaser shall have completed to its reasonable satisfaction a Phase I environmental study of all real property owned or leased by the Seller revealing no material environmental or compliance concerns. (d) The Purchaser shall be named as the insured on all of the Seller's insurance policies. (e) No suit, the Investor and the Placement Agent action, investigation, inquiry or other proceeding by any governmental body or other Person or legal or administrative proceeding shall have been furnished such documentsinstituted or, certificates and opinions as it may reasonably require for to the purpose knowledge of enabling them the Seller, threatened, which seeks to review restrain, enjoin, prevent the consummation or pass upon otherwise restrict the matters referred to in transactions contemplated by this Agreement and or which questions the Offering Materials, validity or in order to evidence the accuracy, completeness or satisfaction of any legality of the representations, warranties or conditions herein containedtransactions contemplated hereby. C. At and prior (f) From the date of this Agreement to the ClosingClosing Date, the Business shall not have suffered any Material Adverse Effect. (g) The Seller shall have received in writing any and all consents, approvals, authorizations, exemptions or waivers set forth on Schedule 5.06 ------------- hereto that Purchaser, within 10 days of the signing of this Agreement, has reasonably determined to be material to the Business. (h) That certain supplier agreement between Seller and McKesson HBOC dated November 30, 1999, shall have been amended in a manner acceptable to Purchaser. (i) there The Seller shall have been no material adverse change nor development involving a prospective change delivered to the Purchaser, or caused to be delivered to the Purchaser, the other items required to be delivered to the Purchaser in the condition or prospects or the business activities, financial or otherwise, accordance with subparagraphs (a) through (k) of the Company from the latest dates as of which such condition is set forth in the Offering Materials; Section 3.02 hereof. (iij) there The Seller shall have been no transaction, not in furnished the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive Purchaser with a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that evidencing compliance with the conditions set forth in subparagraph this Section 7.01 in the form attached hereto as Exhibit 7.01(j). --------------- (Ck) above The Shareholder and the Seller shall have delivered to the Purchaser certificates to the effect that neither of them is a foreign person pursuant to Section 1.1445-2(b) of the Treasury regulations. (l) Each of the lienholders and/or ground lessors that have an interest in the property located at 0000 Xxxxxxxx Xxxxxxxx, Xxxxxxxxxx, Xxxxxxxx, shall have entered into Nondisturbance Agreements with the Purchaser substantially in the form of Exhibit 7.01(l) (collectively the "Nondisturbance --------------- Agreements"). (m) Seller shall have delivered to the Purchaser a certificate dated as of a date no later than ten days prior to the Closing Date, duly issued by the Secretary of State in each state in which the Seller is authorized to do business, showing that the Seller is in good standing and authorized to do business and to the extent such states issue the same that all state franchise and/or income tax returns and taxes for Seller for all periods prior to the Closing have been satisfied filed and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correctpaid. E. The Placement Agent (n) All actions, proceedings, instruments and documents required to carry out the transactions contemplated by this Agreement shall have no obligation be reasonably satisfactory to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with Purchaser and its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorcounsel.

Conditions of Closing. The Closing shall be held at Unless waived in writing by Purchaser, the offices obligation of Purchaser to purchase the Investor or its counsel. The obligations of the Placement Agent hereunder shall be Shares is subject to the continuing accuracy satisfaction in all material respects, on or before the Closing, of the following conditions and of any other conditions otherwise enumerated in this Agreement: (a) Seller's representations and warranties in Section 4 above are accurate in all material respects; (b) Seller shall have performed in all material respects all obligations and complied in all material respects with all covenants required to be performed or to be complied with by them under this Agreement; (c) Purchaser shall have been registered with the SEC and made all appropriate filings necessary to own a majority shareholding interest in the Company; (d) Neither the Company nor the SEC shall have delivered any notice or expressed any other objection to the purchase and sale of the Shares or any other matter contemplated by this Agreement; (e) Purchaser shall have transferred the Purchase Price to Seller; (f) Seller shall have notified the Company and its transfer agents of the sale and purchase of the Shares; (g) Purchaser and Seller will have cooperated and collaborated in the preparation of a press release and public statement regarding this Agreement; and (h) Seller shall (i) immediately notify Purchaser of any event, action, omission or other occurrence, whether intentional or unintentional, taken or omitted to be taken by any person the consequence of which is that, or with notice or lapse of time or both the consequence of which would be that, any of the representations or warranties of Seller contained in Section 4 is or was materially incorrect, incomplete, insufficient, improper or would otherwise require revisions based upon such event, action, omission or other occurrence; (ii) promptly notify Purchaser of any discovered after the date of this Agreement through the Closing of any event, action, omission, occurrence or situation which Seller has stated, in the representations and warranties contained in Section 4, it has no knowledge of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution this Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at Purchaser acknowledges that the offices Company’s obligation to issue and sell the Units to the Purchaser is subject to, among other things, the following conditions: (a) the Purchaser or Beneficial Purchaser, if any, executing and returning to the Agent, in accordance with Section 4 hereof, all documents required by the Securities Laws for delivery on behalf of the Investor Purchaser or its counsel. The obligations Beneficial Purchaser, if any, including, without limitation, the applicable documents set out in Section 4 hereof, by no later than the time specified on page 2 hereof; (b) the fulfilment at or before the Closing Time of each of the Placement conditions of the Closing set out in this Subscription Agreement except those conditions that are waived by the Purchaser or the Agent hereunder shall on behalf of the Purchaser (in accordance with section 5); (c) the Company having obtained all required regulatory and corporate approvals, and all requisite third-party consents, to permit the completion of the transactions contemplated hereby; (d) no action or proceeding will be pending or threatened by any person, company, firm, Governmental Authority, regulatory body or agency to enjoin or prohibit the completion of the Offering or the transactions contemplated hereby; (e) the Company having filed or cause to be filed with the CSE all necessary documents and taken or cause to be taken all necessary steps to ensure that the Company has obtained all necessary approvals for the Conversion Shares to be listed on the CSE subject only to the continuing accuracy satisfaction by the Company of such customary and standard post-closing conditions imposed by the CSE in similar circumstances; (f) the Company accepting this Subscription Agreement; (g) the offer, issue, sale and delivery of the Units being exempt from the requirements to file a prospectus or deliver an offering memorandum (as defined in applicable Securities Laws, including Ontario Securities Commission Rule 14-501 - Definitions) or any similar document under applicable Securities Laws relating to the issue, sale and delivery of the Units, or the Company having received such orders, consents or approvals as may be required to permit such issue, sale and delivery of the Units without the requirement of filing a prospectus or delivering an offering memorandum or any similar document; (h) the representations and warranties of the Company being true and the Investor herein correct as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of at the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereofTime; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions:and A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are Purchaser being true and correct. E. correct as at the Closing Time. The Placement Agent shall have no obligation to insure Purchaser and each Beneficial Purchaser, if any, acknowledges and agrees that (x) any check, note, draft or other means of payment for the Common Stock Company will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject required to provide to the performance Securities Commissions a list setting out the identities of the Placement Agent's obligations and the accuracy Beneficial Purchasers of the Placement Agent's representations Units. Notwithstanding that the Purchaser may be purchasing Units as an agent on behalf of an undisclosed principal (if permissible under the relevant Securities Laws), the Purchaser agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Company or the Agent in order to comply with the foregoing and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorSecurities Laws.

Conditions of Closing. The purchase of, and payment for, the Units on the Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein Placement Agent as of the date hereof and as of the Date of Closing (the "Closing Date") with respect Closing, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as Placement Agent of the Closing Date of its covenants and their respective obligations hereunder hereunder, and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent (a) Each party’s obligations as provided herein shall receive the opinion of Counsel be subject to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any accuracy of the representations, warranties or conditions and covenants of the other party herein contained. C. At contained as of the date hereof and prior to as of the Closing, and to the performance by the other party of its obligations hereunder to be performed. (ib) there The Closing shall have been no material adverse change nor development involving a prospective change be subject to the Company's acceptance of subscriptions in such amount as mutually determined by the condition or prospects or Company and the business activitiesPlacement Agent, financial or otherwise, and subject to the Placement Agent’s and the Company’s approval of such subscriptions. (c) The Closing shall be subject to the satisfaction of the Company from the latest dates as of which such condition is conditions set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement to be entered into by between the Company on and each purchaser of Units (the date hereof which has not been disclosed in “Securities Purchase Agreement”). (d) At the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering MaterialsClosing, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver shall: (i) deliver, or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those cause to be issued as provided delivered, to Placement Agent, in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class each case in form and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the substance satisfactory to Placement Agent shall receive a certificate of the Company signed by an executive officer the Chief Executive Officer and chief financial officer, dated as of the applicable Closing, to the effect Chief Financial Officer thereof certifying (1) that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein contained in this Agreement are true and correctaccurate in all material respects as of the Closing, except to the extent of any representations and warranties were made expressly as of any other date, in which case such representations and warranties were true and correct in all material respect as of such other date; and (2) that the representations and warranties of the Company contained in the Securities Purchase Agreement entered into with a prospective purchaser of the Units are true and correct in all material respects as of the date of such certificate, except to the extent any such representation or warranty was expressly made as of any other date, in which case such representation and warranty was true and correct in all material respects as of such other date; and at the Closing. E. The Placement Agent shall have no obligation (ii) Accept subscriptions of qualifying potential purchasers that the Company reasonably believes to insure that (x) any checkbe accredited investors under Regulation D and the State Acts, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or the Memorandum. (yiii) subject Issue and deliver the shares of Common Stock and the Warrants with respect to the performance of Units to subscribers as described in the Memorandum. (iv) Issue and deliver the Agent Warrants to the Placement Agent as provided hereunder. (e) At the Closing, if any, the Placement Agent shall: (i) Deliver to the Company all subscription documents that the Company agrees are acceptable. (ii) Receive from the Company or give assignment instructions for all compensation, including Agent Warrants, payable to the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date data hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on an and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor investor and the Placement Agent shall receive the opinion of or Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not net have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent continent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in its the Offering Materials. D. If requested at Closing the Investor investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of or the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are art true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) At each Subsequent Closing Time no order suspending the effectiveness of a registration statement covering the Standby Equity Distribution AgreementRegistration Statement shall have been issued under the 1933 Act or proceeding therefor initiated or threatened by the SEC and no objection to the content thereof shall have been expressed or threatened by the CFTC or NFA. (b) Upon the request of any party hereto, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent parties hereto shall have been furnished with such documentsinformation, opinions and documents (including the opinions, certificates and opinions other documents described in Section 8 of the Selling Agreement dated as it of April 3, 1997 among the Trust, the Managing Owner, JWH, the Futures Broker (acting in its capacity as the futures broker and the lead selling agent) and CISFS which is superseded by this Agreement), including supporting documents relating to parties described in the Prospectus and certificates signed by such parties with regard to information relating to them and included in the Prospectus as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained; and all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to counsel to the parties hereto. C. At (c) The representations and prior to the Closing, (i) there warranties set forth herein shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates be restated as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except each Subsequent Closing Time as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or if made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correctdate thereof. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. 4.1 Conditions for the Benefit of the Purchaser. (1) The Closing Purchaser shall be held at obliged to complete the offices Transactions only if each of the Investor following conditions precedent has been satisfied in full at or its counsel. The obligations before the time of Closing on the Placement Agent hereunder shall be subject to the continuing accuracy Closing Date: (a) each of the representations and warranties of the Company Vendor contained in this Agreement that is qualified by materiality shall be true and the Investor herein correct at and as of the date hereof and the Closing Date as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been though such representation and warranty was made on and as of such Closing Date; the accuracy on and as of the Closing Date (except to the extent that such representation and warranty was made as of a specified date, in which case such representation and warranty shall continue on the Closing Date to have been true in all respects as of such specified date) and each of the statements representations and warranties that is not so qualified shall be true and correct at and as of the officers date hereof and in all material respects as of the Company Closing Date as though such representation and warranty was made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date (except to the extent that such representation and warranty was made as of a specified date, in which case such representation and warranty shall continue on the Closing Date to have been true in all material respects as of such specified date); (b) the Vendor has complied with or performed all of the obligations, covenants and agreements under this Agreement to be complied with or performed by the Vendor on or before the Closing Date, to the satisfaction of the Purchaser, acting reasonably; (c) all corporate proceedings required to be taken by the Vendor in connection with the Transactions, including approval by the shareholders of the Vendor for the Transactions, are satisfactory in form and substance to the Purchaser, acting reasonably, and the Purchaser has received copies of all instruments and other evidence as it may reasonably request in order to establish the consummation of the Transactions and the taking of all necessary corporate proceedings in connection therewith; (d) all Approvals necessary to give effect to the Transactions described in Schedule 5.1(18)(b) have been obtained, in each case in form and substance satisfactory to the Purchaser, acting reasonably, and are in full force and effect; (e) there is no injunction or restraining order issued preventing, and no pending or threatened Proceeding, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a Proceeding, under any Applicable Law or under any Contract; (f) since the date of this Agreement there has not occurred any event which has had, or may have, a Material Adverse Effect; (g) the Vendor has caused to be delivered to the Purchaser the following: (i) a certificate of status or its equivalent under the laws of the jurisdiction of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, incorporation dated as of the date thereofClosing Date; and (ii) a certificate of a senior officer dated as of the Closing Date certifying: (A) the corporate status of the Vendor; (B) the Constating Documents of the Vendor; (C) the resolutions of the board of directors and shareholders of the Vendor authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Vendor; (D) a copy of the invoice from Hxxxxxx Securities Inc. in respect of the Fairness Opinion; and (E) the incumbency and signatures of the officers of the Vendor executing this Agreement and any other document relating to the Transactions. (iii) all deeds, conveyances, bills of sale, assurances, transfers, assignments and any other documentation or action which in the opinion shall be of the Purchaser are necessary or reasonably required to transfer the Purchased Assets to the Purchaser with good and marketable title, free and clear of all Encumbrances except for Permitted Encumbrances, in each case duly executed by the Vendor and in form and substance reasonably satisfactory to the InvestorPurchaser, their counsel and the Placement Agent.acting reasonably; B. At or prior (iv) evidence, satisfactory to the Closing, Purchaser of the Investor release and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose discharge of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of all Encumbrances affecting any of the representationsPurchased Assets, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; Permitted Encumbrances; (v) no material amount evidence, satisfactory to the Purchaser of the assets termination of (A) the Company shall have been pledged or mortgagedagreements set out in Schedule 4.1(1)(g)(v), except as indicated in the Offering Materials; and (vB) no actionsuch other Material Contracts as may be identified by the Purchaser in writing during the Interim Period, suit or proceedingon terms and conditions satisfactory to the Purchaser, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials.acting reasonably; D. If requested at Closing the Investor and the Placement Agent shall receive (vi) a certificate of the Company signed Vendor in respect of its representations and warranties set out in Section 5.1 and its covenants and other obligations set out in this Agreement, substantially in the form of Schedule 4.1(1)(g)(vi); (vii) the Non-Competition Agreements, duly executed by an executive officer the parties to those agreements (other than the Purchaser); (viii) the Consulting Agreement(s); (ix) the Employment Agreement(s); (x) written acknowledgement and chief financial officer, dated as certificate of the applicable ClosingVendor, in a form satisfactory to the effect Purchaser, that following the Closing the Purchaser shall have exclusive access to the Purchased Assets; and Vendor and its Representatives shall have no access to the Purchased Assets (including any source code) and which acknowledgement and certificate shall describe the process by which the Vendor provided exclusive access to the Purchaser to each category of the Purchased Assets set out in Schedule 2.1; (xi) the Security Agreement; (xii) a license agreement between the Parties, in a form satisfactory to the Parties, acting reasonably, providing for a license from the Vendor in favour of the Purchaser for the Clinical Games set out in Schedule 2.2; (xiii) a written confirmation from The Hospital For Sick Children (“SickKids”) confirming that none of the Purchased Assets are currently being used by SickKids under any Contracts with the Vendor, in a form satisfactory to the Purchaser, acting reasonably; (xiv) a written confirmation that the License and Reseller Agreement between the Vendor and Companion Healthcare Technologies Inc. dated October 30, 2018 (“CHT Agreement”) has been amended or otherwise varied in a manner and form satisfactory to the Purchaser such that the Vendor or its successor will not use, copy or replicate, or be required to use copy or replicate, any part of the Intellectual Property forming part of the Purchased Assets in respect of the product and services referred to in the CHT Agreement; (xv) such other documentation as the Purchaser reasonably requests in a timely manner in order to establish the completion of the Transactions and the taking of all corporate proceedings in connection with the Transactions (as to certification and otherwise), in each case in form and substance satisfactory to the Purchaser, acting reasonably; and (h) The Purchaser, acting in its sole discretion, shall be satisfied with the results of its investigations pursuant to Section 6.4, including, without limitation, any investigation related to the matters set out in the certificate to be delivered by the Vendor under Section 4.1(1)(g)(x). (2) Each of the conditions set forth out in subparagraph (CSection 4.1(1) above have been satisfied and that, as is for the exclusive benefit of the applicable closing, Purchaser and the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) Purchaser may waive compliance with any check, note, draft such condition in whole or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject part by notice in writing to the performance Vendor, except that no such waiver operates as a waiver of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorother condition.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counselMay Xxxxx' counsel Xxxxxx Xxxxxxxx LLP. The obligations of the Placement Agent May Xxxxx hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Closing Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon At the effectiveness of a registration statement covering the Standby Equity Distribution AgreementClosing, the Investor and the Placement Agent May Xxxxx shall receive the opinion of Counsel to the Companycounsel from___________, dated as of the date thereofof the Closing, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agentfor May Xxxxx. B. At or prior to the Closing, the Investor and the Placement Agent counsel for May Xxxxx shall have been furnished such documents, documents and certificates and opinions as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering MaterialsPurchase Agreement, related documents and the Company's SEC Documents, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering MaterialsPurchase Agreement, related documents and the Company's SEC Documents; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement business, entered into by the Company on the date hereof which has not been disclosed in the Offering Materials Purchase Agreement, related documents and the Company's SEC Documents or to the Placement Agent May Xxxxx in writing; (iii) except as set forth in the Offering MaterialsPurchase Agreement, related documents and the Company's SEC Documents, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering MaterialsPurchase Agreement, related documents and the Company's SEC Documents, the Company shall not have issued any securities (other than those to be issued as provided in the Offering MaterialsPurchase Agreement, related documents and the Company's SEC Documents) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) except for indebtedness to it's former CEO and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering MaterialsPurchase Agreement, related documents and the Company's SEC Documents; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could would materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsPurchase Agreement, related documents and the Company's SEC Documents. D. If requested at Closing At the Investor and the Placement Agent Closing, May Xxxxx shall receive have received a certificate of the Company signed by an executive officer and chief financial officerof the Company, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closingclosing date, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent At the Closing, the Company shall have no obligation duly executed and delivered to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its termsMay Xxxxx, or (y) subject to the performance of its designees, the Placement Agent's obligations Warrants, in the names and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investordenominations specified by May Xxxxx.

Conditions of Closing. The Closing shall be held at the offices sale of the Investor or its counsel. The obligations Units and the release of subscription funds for the Placement Agent hereunder shall be escrow account are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) At each Closing Date no order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceeding therefor initiated or threatened by the SEC, and the CFTC shall have filed the Prospectus as a registration statement covering the Standby Equity Distribution AgreementDisclosure Document without a finding of further deficiencies. (b) At each Closing Date, the Investor and Managing Owner shall, at the Placement Agent shall receive request of the opinion of Counsel Additional Selling Agent, deliver a certificate to the Company, dated as effect that: (i) no order suspending the effectiveness of the date thereof, which opinion shall be in form Registration Statement has been issued and substance reasonably satisfactory no proceedings therefor have been instituted or to the Investorbest of their knowledge upon due and diligent inquiry threatened by the SEC, (ii) no adverse 7 8 comments or deficiency notices relating to the prospectus have been received from the CFTC or NFA which have not been responded to the satisfaction of such agencies and (iii) the representations and warranties of the Managing Owner contained herein are true and correct with the same effect as though expressly made at such Closing Date and in respect of the Registration Statement as in effect at such Closing Date; and (iii) the Managing Owner has performed all covenants and agreements herein contained which are required to be performed on their counsel and the Placement Agent. B. At part at or prior to the Closing, the Investor and the Placement Agent such Closing Date. (c) The parties hereto shall have been furnished with such additional information, opinions and documents, including supporting documents relating to parties described in the Prospectus and certificates signed by such parties with regard to information relating to them and opinions included in the Prospectus as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained. C. At ; and prior all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to Sidley & Austxx, xxunsel for the Managing Owner and to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, respective counsel for each of the Company from Additional Selling Agent. If any of the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled prior to a Closing Date, this Agreement and all obligations hereunder may be canceled by any change party hereto by notifying the other parties hereto of such cancellation in the indebtedness (long writing or short term) by telegram at any time at or liabilities prior to such Closing Date, and any such cancellation or obligations termination shall be without liability of the Company (contingent or otherwise) any party to any other party other than in respect of Units already sold and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any Section 5 of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsthis Agreement. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and . D At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or and the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering MaterialsMaterials and the SEC Documents; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsMaterials and the SEC Documents. D. If requested at Closing At Closing, the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held obligation of the Investors to complete the purchase of the Securities at the offices Closing is subject to fulfillment of the Investor or its counsel. following conditions: (a) The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investors shall execute and deliver an Investor herein as of Rights Agreement, dated the date hereof and as of the Date of Closing (the "Closing Date") , in the form attached as Exhibit 2 with respect to the Purchased Shares and the Underlying Shares (the "Investor Rights Agreement" and with the Agreement and the Warrants, the "Transaction Documents"); (b) the Company or shall deliver to the InvestorInvestors an Opinion of Counsel, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of dated the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering MaterialsInvestors, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change substantially in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is form set forth in the Offering Materials; on Exhibit 4; (iic) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations The representation and warranties of the Company set forth herein are in this Agreement shall be true and correct. E. The Placement Agent shall have no obligation to insure that correct as of the date of this Agreement and (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject except to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's extent such representations and warranties hereunderspeak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by the President and Secretary of the Company, in such capacities, to such effect (1the "Closing Certificate"); (d) The Company shall have executed and delivered all other documents reasonably requested by counsel for the Offering is exempt Investors that are necessary to complete the contemplated transactions; (e) All Securities delivered at the Closing shall have all necessary stock transfer tax stamps (purchased at the expense of the Company) affixed; and (f) The Company shall deliver to Investors a certified copy of its Certificate of Incorporation and by-laws and a Certificate of Good Standing from the registration requirements Secretary of State of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorState of Delaware.

Conditions of Closing. The Closing shall be held at the offices sale of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be Units is subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. (a) The Registration Statement shall remain effective and at each Closing Time no order suspending the effectiveness thereof shall have been issued under the 1933 Act or proceeding therefor initiated or threatened by the SEC, and the NFA shall have accepted the Prospectus as a Disclosure Document pursuant to CFTC Regulations and NFA Rules without a finding of further deficiencies. (b) Upon request, the General Partner shall deliver a certificate to the effect that: (i) no order suspending the effectiveness of a registration statement covering the Standby Equity Distribution AgreementRegistration Statement has been issued and no proceedings therefor have been instituted or to the best of its knowledge upon due and diligent inquiry threatened by the SEC, the Investor CFTC or other regulatory or self-regulatory body; (ii) the representations and the Placement Agent shall receive the opinion of Counsel to the Company, dated as warranties of the date thereof, General Partner contained herein are true and correct with the same effect as though expressly made at such Closing Time and in respect of the Registration Statement as in effect at such Closing Time; and (iii) the General Partner has performed all covenants and agreements herein contained which opinion shall are required to be in form and substance reasonably satisfactory to the Investor, performed on their counsel and the Placement Agent. B. At part at or prior to such Closing Time. (c) Executed copies of the ClosingLimited Partnership Agreement, the Investor any Additional Selling Agent Agreements and the Placement Agent this Agreement shall be delivered to all parties. (d) The parties hereto shall have been furnished with such additional information, opinions and documents, including supporting documents relating to parties described in the Prospectus and certificates signed by such parties with regard to information relating to them and opinions included in the Prospectus as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained. C. At ; and prior all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to Xxxxxx & Bird LLP, counsel for the General Partner and to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in counsel for the condition or prospects or the business activities, financial or otherwise, Selling Agent. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 7 shall not have been fulfilled when and as required by this Agreement to be fulfilled prior to a Closing Time, this Agreement and all obligations hereunder may be cancelled by any change party hereto by notifying the other parties hereto of such cancellation in the indebtedness (long writing or short term) by fax at any time at or liabilities prior to such Closing Time, and any such cancellation or obligations termination shall be without liability of the Company (contingent or otherwise) any party to any other party other than in respect of Units already sold and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated otherwise provided in the Offering Materials; Sections 6 and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any 8 of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsthis Agreement. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be --------------------- Investors to complete the purchase of the Purchased Securities is subject to the continuing accuracy fulfillment of the representations and warranties of following conditions: (a) the Company and the Investor herein Investors shall execute and deliver a Registration Rights Agreement in the form attached as Exhibit 2 with --------- respect to the Purchased Shares and Underlying Shares (as hereafter defined); (b) the Company shall deliver to the Investors an Opinion of Counsel, reasonably satisfactory to counsel for the date hereof and as of the Date of Closing (the "Closing Date") Investors, with respect to the matters set forth on Exhibit 3; and --------- (c) the Company or shall have (i) entered into new credit facilities on substantially the Investorterms set forth in the forms dated December 8, as 2000 of a Credit and Security Agreement by and between RF Monolithics, Inc. and Xxxxx Fargo Business Credit, Inc. and a Credit and Security Agreement by and between RF Monolithics, Inc. and Xxxxx Fargo Bank Minnesota, N.A. (the case may be"Xxxxx Fargo Facilities") to replace the existing credit facility and (ii) shall have repaid all amounts due under the existing credit facility with the proceeds of the new credit facilities; (d) the Company shall have received a commitment, as if it had been made on satisfactory to counsel for the Investors, to issue, immediately after the closing, a "clean" opinion for the audit of its year end financial statements for the periods ending August 31, 2000 and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished without substantial adjustments for such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company periods from the latest dates as of which such condition is results set forth in the Offering Materials; Financial Statements (iias defined below); (e) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations representation and warranties of the Company set forth herein are in this Agreement shall be true and correct. E. The Placement Agent shall have no obligation to insure that correct as of the date of this Agreement and (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject except to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's extent such representations and warranties hereunderspeak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the closing Date, and the Investors shall have received a certificate signed on behalf of the Company by the President and Secretary of the Company, in such capacities, to such effect; (1f) the Offering is exempt from Company shall pay the registration requirements Investors' expenses to the extent set forth in Section 6.9 hereof; and (g) the Company shall have entered in a Second Amendment (the "Second Amendment") to its Rights Agreement dated as of December 20, 1994 so that the transactions contemplated hereby will not result in the Investors becoming "Acquiring Persons" as defined therein. All certificates shall have all necessary stock transfer tax stamps (purchased at the expense of the 1933 Act or any applicable state "Blue Sky" law or (2Company) affixed. The parties agree that for purposes of allocating the Investor is an Accredited Investorprice paid for the Purchased Securities, the Purchased Warrants have a nominal value.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The 7.1 All obligations of the Placement Agent hereunder shall be Purchaser under this Agreement are subject to the continuing accuracy fulfilment, at or prior to the Closing Date, of the following conditions: (a) The respective representations and warranties of the Company Vendors and the Investor herein Company contained in this Agreement or in any Schedule hereto or certificate or other document delivered to the Purchaser pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date of Closing (with the "Closing Date") with respect to the Company or the Investor, same force and effect as the case may be, as if it though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and the Purchaser shall have received on the Closing Date certificates dated as of the Closing Date; , in forms satisfactory to counsel for the accuracy Purchaser and signed under seal by the Vendors and by two senior officers of the Company to the effect that their respective representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of such date, provided that the acceptance of such certificates and the closing of the transactions herein provided for shall not be a waiver of the respective representations and warranties contained in Articles 3, 4 and 5 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Purchaser; (b) the Company shall have caused to be delivered to the Purchaser either a certificate of an officer of the Company or, at the Purchaser's election, an opinion of legal counsel acceptable to the Purchaser's legal counsel, in either case, in form and substance satisfactory to the Purchaser, dated as of the Closing Date, to the effect that: (i) the Company owns, possesses and has good and marketable title to its undertaking, property and assets, and without restricting the generality of the foregoing, those assets described in the balance sheet included in the Company Financial Statements, free and clear of any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever and howsoever arising; (ii) the Company has been duly incorporated, organized and is validly existing under the laws of Germany, it has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to filings with the appropriate governmental authorities; (iii) the issued and authorized capital of the Company is as set out in this Agreement and all of the issued and outstanding shares have been validly issued as fully paid and non-assessable; (iv) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit the Company Shares to be duly and validly transferred to and registered in the name of the Purchaser; and (v) the consummation of the purchase and sale contemplated by this Agreement, including, but not limited to, the transfer of the Company Shares to the Purchaser, will not be in breach of any laws of Germany , and, in particular but without limiting the generality of the foregoing, the execution and delivery of this Agreement by the Vendors and the Company has not breached and the consummation of the purchase and sale contemplated hereby will not be in breach of any laws of Germany or of any other country or state in which a Vendors are resident or the Company carries on business; and, without limiting the generality of the foregoing, that all corporate proceedings of the Company, its shareholders and directors and all other matters which, in the reasonable opinion of counsel for the Purchaser, are material in connection with the transaction of purchase and sale contemplated by this Agreement, have been taken or are otherwise favorable to the completion of such transaction. (c) At the Closing Date there shall have been no materially adverse change in the affairs, assets, liabilities, or financial condition of the Company or the Business (financial or otherwise) from that shown on or reflected in the Company Financial Statements. (d) No substantial damage by fire or other hazard to the Business shall have occurred prior to the Closing Date. (e) The Company shall have delivered to the Purchaser those financial statements of the officers Company specified in paragraph 6.1 hereof. (f) The total liabilities of the Company made pursuant will not, on the Closing Date, exceed $500,000. (g) All amounts due and owing to the provisions hereof; Company under the Company Loans shall be paid or repaid to the Company on or before the Closing Date. 7.2 In the event any of the foregoing conditions contained in paragraph 7.1 hereof are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of the Purchaser, the Purchaser may terminate this Agreement by written notice to the Vendors and in such event the performance Purchaser shall be released from all further obligations hereunder but any of such conditions may be waived in writing in whole or in part by the Purchaser without prejudice to its rights of termination in the event of the non-fulfilment of any other conditions. 7.3 All obligations of the Vendors under this Agreement are subject to the fulfilment, at or prior to the Closing Date, of the following conditions: (a) The representations and warranties of the Purchaser contained in this Agreement or in any Schedule hereto or certificate or other document delivered to the Company and the Investor Vendors pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and the Vendors shall have received on the Closing Date a certificate dated as of the Closing Date, in a form satisfactory to the Vendors and signed under seal by two senior officers of the Purchaser, to the effect that such representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of its covenants such date, provided that the acceptance of such certificate and obligations hereunder the closing of the transaction herein provided for shall not be a waiver of the representations and warranties contained in Article 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Vendors. (b) The Purchaser shall have caused to be delivered to the following further conditions: A. Upon Vendors either a certificate of an officer of the effectiveness of a registration statement covering Purchaser or, at the Standby Equity Distribution AgreementVendors’ election, the Investor and the Placement Agent shall receive the an opinion of Counsel legal counsel acceptable to counsel to the CompanyVendors, in either case, in form and substance satisfactory to the Vendors, dated as of the date thereofClosing Date, which opinion shall be in form and substance reasonably satisfactory to the Investoreffect that: (i) the Purchaser has been duly incorporated and organized and is validly subsisting under the laws of the State of Nevada, their counsel it has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to all filings with the Placement Agent.appropriate corporate authorities in Nevada and with respect to all annual and quarterly filings with the United States Securities and Exchange Commission; B. At or prior to (ii) the Closing, issued and authorized capital of the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions Purchaser is as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to set out in this Agreement and all issued shares have been validly issued as fully paid and non-assessable; (iii) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit the Offering MaterialsPurchaser Warrants to be duly and validly issued to the Vendors and the Purchaser Shares to be duly and validly allotted and issued to and registered in the name of the Vendors; (iv) the consummation of the purchase and sale contemplated by this Agreement, or including, but not limited to, the issuance and delivery of the Purchaser Shares to the Vendors, in order to evidence consideration of the accuracypurchase of the Company Shares from the Vendors, completeness or satisfaction will not be in breach of any laws of Nevada and, in particular, but without limiting the generality of the representationsforegoing, warranties the execution and delivery of this Agreement by the Purchaser has not breached, and the consummation of the purchase and sale contemplated hereby will not be in breach of, any securities laws of the United States of America; and, without limiting the generality of the foregoing, that all corporate proceedings of the Purchaser, its shareholders and directors and all other matters which, in the reasonable opinion of counsel for the Company, are material in connection with the transaction of purchase and sale contemplated by this Agreement, have been taken or conditions herein containedare otherwise favorable to the completion of such transaction. C. (c) At and prior to the Closing, (i) Closing Date there shall have been no material materially adverse change nor development involving a prospective change in the affairs, assets, liabilities, financial condition or prospects or the business activities, (financial or otherwise, ) of the Company Purchaser from the latest dates as of which such condition is set forth that shown on or reflected in the Offering Materials; (ii) there shall have been no transaction, not Purchaser Audited Financial Statements. 7.4 In the event that any of the conditions contained in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date paragraph 7.3 hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating fulfilled or performed by the Purchaser at or before the Closing Date to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations reasonable satisfaction of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of Vendors then the assets of the Company Vendors shall have been pledged or mortgaged, except as indicated in all the Offering Materials; rights and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, privileges granted to the effect that the conditions set forth in subparagraph (C) above have been satisfied and thatPurchaser under paragraph 7.2, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correctmutatis mutandis. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at following are conditions precedent to the offices obligation of the Investor or its counsel. The obligations Agent to complete the Closing and of the Placement Agent hereunder shall Purchasers to purchase the Offered Units, which conditions the Corporation hereby covenants and agrees to use commercially reasonable best-efforts thereof to fulfil within the time set out herein therefor, and which conditions may be subject to waived in writing in whole or in part by the continuing accuracy of Agent: (i) the representations and warranties of the Company Corporation in this Agreement and the Investor herein as any certificate of the date hereof Corporation delivered hereunder are true and as of the Date of Closing (the "Closing Date") with respect correct, except where such representation or warranty makes reference to the Company a certain date, then such representation or the Investor, as the case may be, as if it had been made on warranty is true and correct as of such Closing Date; date; (ii) the accuracy on Corporation will have complied with all covenants, and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; satisfied all terms and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution , contained in this Agreement, the Investor Subscription Agreements and the Placement Agent shall receive the opinion of Counsel Registration Rights Agreement on its part to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At complied with or satisfied at or prior to the ClosingClosing Time; (iii) no order, ruling or determination having the Investor and effect of suspending the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for sale or ceasing the purpose trading in any securities of enabling them to review or pass upon the matters referred to in this Agreement and the Offering MaterialsCorporation, or in order to evidence prohibiting the accuracy, completeness issue and sale of the Offered Units or satisfaction of any of the representationsCorporation’s issued securities, warranties has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or conditions herein contained.are pending or threatened by any Governmental Authority; C. At and prior to the Closing(iv) since August 31, (i) 2022, there shall have has been no material adverse change nor development involving a prospective change in the condition (actual or prospects or the business activitiesproposed, whether financial or otherwise, of the Company from the latest dates as of which such condition is set forth ) in the Offering Materials; (ii) there shall have been no transactionbusiness, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materialsaffairs, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materialscondition, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or operations, assets, liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; or capital of the Corporation; (v) no material amount the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents required for the completion of the assets transactions contemplated by this Agreement, all in a form satisfactory to the Agent; (vi) notification of the Company listing of the Common Shares and the Warrant Shares on the Nasdaq shall have been pledged or mortgagedmade to the Nasdaq, except as indicated in without objection by the Offering Materials; Nasdaq; (vii) the Agent shall have received the opinions, certificates and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as documents set forth in Section 4(a) to be delivered to the Offering Materials.Agent; D. If requested at Closing (viii) the Investor Agent shall, in its sole discretion, acting reasonably, be satisfied with its due diligence review and investigations with respect to the Placement Agent shall receive a certificate business, assets, financial condition, affairs and prospects of the Company signed by an executive officer and chief financial officer, dated as of Corporation; (ix) the applicable Closing, Corporation will have entered into the Warrant Certificates in a form satisfactory to the effect that Agent, acting reasonably; (x) the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for received the certificates evidencing the Common Stock will be honored, paid or enforceable against Shares comprised in the Investor Units and the Warrant Certificates; and (xi) the Agent shall not have previously terminated this Agreement in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorterms hereof.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing At Closing, the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorInvestor.10.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agentas set forth in Schedule 9 hereto. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in material default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened in writing before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. . If requested at Closing Closing, the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are shall have been true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor correct in accordance with its terms, or (y) subject to the performance all material respects as of the Placement Agent's obligations and the accuracy date of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorinitial Closing.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "“Closing Date"”) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. . B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be Purchaser to complete the purchase of the Shares is subject to the continuing accuracy satisfaction on or before the Closing, for the exclusive benefit of the Purchaser, of each of the following conditions: (a) the representations and warranties of the Company in Section 3 of this Agreement shall be true and correct in all material respects as at the Investor herein Closing with the same force and effect as of the date hereof if such representations and warranties had been made at and as of the Date Closing; (b) the Company shall have, in all material respects, performed and complied with all covenants and agreements in this Agreement to be performed or complied with, or caused to be performed or complied with, by the Company at or prior to the Closing; (c) the Company shall have made all necessary filings and obtained all necessary shareholder and regulatory approvals, consents, authorizations and acceptances required to be made or obtained in respect of Closing the offering of the Shares; (d) the "Closing Date") with respect Stock Exchange shall have accepted notice of the offering and sale of the Shares on the terms contemplated herein and shall have conditionally approved the listing of the Shares, subject to the Company or fulfilling the Investor, requirements as to the case may be, as if it had been made on filing of certain documents and as of such Closing Date; the accuracy on and as payment of the Closing Date necessary listing fees; (e) the Purchaser shall have completed the acquisition of all of the statements outstanding shares of Mineral Ridge Resources Inc. from Cornucopia Resources Inc. in accordance with the terms of the officers share purchase and sale agreement made October 21, 1998 among Cornucopia Resources Inc., the Company, Vista Gold Holdings Inc. and the Purchaser; (f) since June 30, 1998, there shall have been no adverse material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company made pursuant and its subsidiaries, except as disclosed to and accepted by the provisions hereof; and the performance Purchaser; (g) no transaction shall have been entered into by the Company or any of its subsidiaries which is or would be material to the Company and its subsidiaries which is or would be material to the Investor Company and its subsidiaries on a consolidated basis, except as disclosed to and as accepted by the Purchaser; (h) a certificate or certificates representing the Shares, in form and substance satisfactory to the Purchaser and its counsel acting reasonably, shall have been executed and delivered to the Purchaser; (i) the Purchaser shall have completed a due diligence review satisfactory to the Purchaser in its sole discretion, acting reasonably, of the Closing Date financial condition, business, affairs, properties and assets of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company; and (j) the Purchaser shall have received a certificate, dated as of the date thereofClosing Date, which opinion shall be in form and substance reasonably satisfactory to signed by the Investor, their counsel President and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, Chief Financial Officer of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations officers of the Company (contingent or otherwise) acceptable to the Purchaser, certifying for and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income on behalf of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph best of their knowledge, information and belief, that: (Ci) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein in Section 3 of this Agreement are true and correct.correct in all material respects as at the Closing; E. The Placement Agent shall have no obligation (ii) the Company has, in all material respects, performed and complied with all covenants and agreements in this Agreement to insure that (x) any check, note, draft be performed or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its termscomplied with, or (y) subject caused to be performed or complied with, by the Company at or prior to the performance Closing; (iii) the Company has made all necessary filings and obtained all necessary shareholder and regulatory approvals, consents, authorizations and acceptances required to be made or obtained in respect of the Placement Agent's obligations and the accuracy offering of the Placement Agent's representations and warranties hereunderShares; (iv) since June 30, 1998, there has been no adverse material change (1actual, anticipated, contemplated or threatened, whether financial or otherwise) in the Offering is exempt from the registration requirements business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the 1933 Act Company and its subsidiaries; and (v) no transaction has been entered into by the Company or any applicable state "Blue Sky" law of its subsidiaries which is or (2) would be material to the Investor is an Accredited InvestorCompany and its subsidiaries on a consolidated basis.

Conditions of Closing. 5.1 The Closing shall be held at the offices obligation of the Investor or its counsel. The obligations of Purchaser to purchase the Placement Agent hereunder Purchased Securities shall be subject to the continuing accuracy following conditions for the exclusive benefit of the Purchaser to be fulfilled and/or performed at or prior to the Time of Closing on the Closing Date: (a) no action or proceeding shall be pending or threatened by any person, company, firm, governmental authority, securities commission, regulatory body or agency to enjoin or prohibit the purchase and sale of the Purchased Securities contemplated hereby or the right of the Purchaser to own the Purchased Securities or to suspend or stop trading in securities of the Corporation; (b) the covenants, representations and warranties of the Company Vendor contained in Article 2 hereof shall be true and the Investor herein correct on and as of the date hereof of the acceptance of this offer by the Vendor and shall also be true and correct on and as of the Closing Date of Closing (with the "Closing Date") with respect to the Company or the Investorsame force and effect as though such covenants, as the case may be, as if it representations and warranties had been made on and as of such Closing Date; date; (c) the accuracy on Vendor shall have complied with all covenants and as of the Closing Date of the statements of the officers of the Company made pursuant agreements herein agreed to be performed or caused to be performed by it; (d) except to the provisions extent contemplated by section 5.2 hereof; and , without the performance by Purchaser's prior written consent, since the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreementdate hereof, the Investor and the Placement Agent Corporation shall receive the opinion of Counsel not have taken any act, entered into or become a party to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory or subject to the Investor, their counsel and the Placement Agent. B. At any agreement or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require transaction or incurred or become liable for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change obligation except in the condition or prospects or the business activitiesordinary course of business, financial or otherwiseand no such act, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no agreement, transaction, not liability or obligation in the ordinary course of business except shall result in, or shall upon the transactions pursuant to completion thereof result in, a material change in the Securities Purchase Agreement entered into by assets, liabilities, business, affairs, operations, prospects (financial or otherwise) or capital of the Company on Corporation; (e) since the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materialshereof, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company Corporation shall not have issued redeemed, purchased or otherwise acquired any securities (other than those of its outstanding shares or authorized or agreed to be issued as provided in the Offering Materials) any such redemption, purchase or acquisition or declared or paid any dividend dividends or authorized or made any distribution distributions or agreed to do so on or in respect of its capital stock outstanding securities; and (f) since the date hereof, the Corporation shall not have reserved, set aside, allotted, issued or agreed to reserve, set aside, allot or issue, conditionally or otherwise, any shares or any securities, rights or warrants having the right or option to acquire, directly or indirectly, through purchase, conversion, exchange or otherwise, any shares. In case any of the foregoing conditions has not been fulfilled and/or performed at or before the Time of Closing to the satisfaction of the Purchaser, the Purchaser may rescind the Agreement by notice to the Vendor and in such event the Purchaser shall be released from all obligations hereunder; provided that any of such conditions may be waived in whole or in part by the Purchaser without prejudice to its rights of rescission in the event of the non-fulfilment of any class other condition or conditions. 5.2 The obligation of the Purchaser to purchase the Purchased Securities shall be subject to the further condition for the exclusive benefit of the Purchaser that, on or before the close of business on December 13, 1996, the Purchaser shall be satisfied that it is or will be in compliance with all applicable legal and there regulatory requirements relating to it with respect to its investment in the Purchased Securities and shall have received, in its discretion, all necessary or appropriate orders, rulings and consents from regulatory bodies, securities commissions, government agencies and others with respect thereto. 5.3 In the event that the Purchaser shall not have notified the Vendor on or before 5 o'clock in the afternoon (Vancouver time) on December 13, 1996 that the foregoing condition has been fulfilled or waived, then such condition shall be deemed not to have been fulfilled. 5.4 In the event that the condition referred to in section 5.2 shall not have been any change in fulfilled or waived by the indebtedness (long or short term) or liabilities or Purchaser, the Agreement shall be rescinded and each of the parties hereto shall be released from all obligations hereunder. 5.5 The obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of Vendor to sell the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses Purchased Securities shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance condition for the exclusive benefit of the Placement AgentVendor that, on or before the close of business on December 13, 1996, that the Vendor's obligations and "disinterested directors" shall have approved the accuracy terms of the Placement Agent's representations Agreement. If the foregoing condition has not been fulfilled, the Agreement shall be rescinded and warranties hereunder, (1) the Offering is exempt from the registration requirements each of the 1933 Act or parties shall be released from any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorobligations hereunder.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering MaterialsMaterials and the SEC Documents; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsMaterials and the SEC Documents. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. ‌ 11.1 The Closing shall be held at the offices of the Investor or its counsel. The Agent’s obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of following conditions, which conditions may be waived in writing in whole or in part by the Agent: (a) the Issuer will have complied in all material respects with all obligations and covenants and satisfied all terms and conditions contained in this Agreement on its part to be complied with or satisfied at or prior to the Closing Time; (b) the representations and warranties of the Company Issuer contained in this Agreement: (i) that are qualified by references to materiality, Material Adverse Effect or Material Adverse Change will be true and correct in all respects; and (ii) the Investor herein representations and warranties not so qualified will be true and correct in all material respects, in each such case, as of the date hereof and Closing Date as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been though made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company (except for such representations and warranties which refer to or are made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of another specified date, in which case, such representations and warranties will have been true and correct as of that date); (c) the Agent shall have received at the Closing Time, a certificate dated the Closing Date signed by one of its covenants and obligations hereunder and the Issuer’s Chief Executive Officer or Chief Financial Officer, addressed to the following further conditionsAgent and Agent’s Counsel, with respect to: A. Upon (i) the effectiveness Constating Documents; (ii) all resolutions of a registration statement covering the Standby Equity Distribution Agreementboard of directors of the Issuer relating to the Offering and the transactions contemplated hereby and thereby, as applicable; and (iii) the incumbency and specimen signatures of the signing officers relating to this Agreement and the Subscription Agreements, as applicable; (d) the Agent shall have received satisfactory evidence that all requisite approvals, consents and acceptances of the appropriate regulatory authorities (including, for greater certainty, the Investor Exchange) required to be made or obtained by the Issuer in order to complete the Offering (including the conditional listing and posting for trading on the Exchange of the FT Shares, Warrant Shares and the Placement Agent shall receive the opinion of Counsel to the Company, dated as Common Shares issuable on exercise of the date thereofCompensation Warrants, which opinion as applicable) shall be have been made or obtained, subject only to satisfaction by the Issuer of customary post-closing conditions imposed by the Exchange in similar circumstances; (e) the Operative Documents shall have been executed, endorsed or authenticated, as applicable, and delivered by the parties thereto in form and substance reasonably satisfactory to the InvestorAgent and Agent’s Counsel, their counsel and each acting reasonably; (f) the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documentsreceived a certificate dated the Closing Date, certificates as applicable, and opinions as it may reasonably require for signed by the purpose of enabling them to review or pass upon the matters referred to in this Agreement President and Chief Executive Officer and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any Chief Financial Officer of the representations, warranties Issuer or conditions herein contained. C. At and prior other officers of the Issuer acceptable to the ClosingAgent, certifying for and on behalf of the Issuer after having made due inquiry that: (i) (A) there shall have has been no material adverse change nor development involving a prospective change in the condition (whether actual, anticipated, contemplated or prospects or the business activitiesthreatened, whether financial or otherwise, of the Company from the latest dates as of which such condition is set forth ) in the Offering Materials; (ii) there shall have been no transactionbusiness, not in the ordinary course of financial condition, affairs, operations, business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materialsprospects, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) assets or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount or capital of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering MaterialsIssuer on a consolidated basis; and (vB) no action, suit or proceeding, at law or in equity, against transaction has been entered into by the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decisionIssuer which constitutes a material change; (ii) no order, ruling or finding could materially adversely affect determination having the businesses, prospects effect of suspending the sale or financial condition or income ceasing the trading of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate Common Shares or any other securities of the Company signed Issuer has been issued or made by an executive officer any Governmental Authority and chief financial officer, dated as of the applicable Closingis continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as Knowledge of the applicable closingIssuer, contemplated or threatened by any Governmental Authority; (iii) the Issuer has complied with and satisfied the covenants, terms and conditions of this Agreement on its part to be complied with and satisfied up to the Closing Time; (iv) the representations and warranties of the Company set forth herein Issuer contained in this Agreement are true and correct.correct in all respects as if made at and as of the Closing Time; E. The Placement (v) there are no contingent liabilities affecting the Issuer which are material to the Issuer; (vi) the responses to the questions posed to each of management of the Issuer at the Due Diligence Session remain true and complete in all respects, as if such statements were made at and as of the Closing Time; and (vii) such other matters as the Agent may reasonably request; (g) the Agent shall have no obligation received at the Closing Time a favourable legal opinion of Issuer’s Counsel (who may rely, to insure the extent appropriate in the circumstances, on the opinions of local counsel acceptable to Agent’s Counsel as to matters governed by the Laws of jurisdictions other than the provinces in Canada in which they are qualified to practice), addressed to the Agent and Agent’s Counsel and dated the Closing Date, in form and substance satisfactory to Agent’s Counsel, acting reasonably, and based and relying on and subject to customary assumptions and qualifications, as to the following matters: (i) as to the subsistence of the Issuer and Golden Horizon under the Laws of British Columbia; (ii) as to the authorized and issued capital of the Issuer, and the Issuer’s ownership of Golden Horizon; (iii) that each of the Issuer and Golden Horizon has all requisite corporate power and authority to carry on its business as presently carried on and to own or lease its properties (including, without limitation, the Material Property) and assets; and to carry out its obligations under each of the Operative Documents, and, in the case of the Issuer, to issue the FT Units, the FT Shares and FT Warrants that comprise the FT Units, the Compensation Warrants, the Warrant Shares upon due exercise of the FT Warrants and the Common Shares upon due exercise of the Compensation Warrants; (iv) that none of the execution and delivery of any of the Operative Documents, the performance by the Issuer of its obligations hereunder and thereunder, or the sale or issuance of the FT Units, the FT Shares and FT Warrants comprising the FT Units, the Compensation Warrants, the Warrant Shares upon due exercise of the FT Warrants and the Common Shares upon due exercise of the Compensation Warrants, will conflict with or result in any breach of: (A) the Constating Documents; (B) any resolutions of the board of directors (or a committee thereof) or the shareholders of the Issuer; or (C) the BCBCA or any federal Law of Canada applicable to the Issuer; (v) that all necessary action has been taken by the Issuer to (x) any checkauthorize the execution and delivery of the Operative Documents and the performance of its obligations thereunder, noteincluding the issuance and delivery of the FT Shares, draft the FT Warrants, Warrant Shares, Compensation Warrants; (vi) that each the Operative Documents has been duly authorized and executed and delivered by the Issuer, and constitutes or other means will constitute a valid and legally binding obligation of payment for the Common Stock will be honored, paid or Issuer enforceable against the Investor it in accordance with its terms, or except as enforcement thereof may be limited by the Enforceability Qualifications; (yvii) subject the FT Shares have been duly and validly issued as fully-paid and non-assessable Common Shares in the capital of the Issuer; (viii) the FT Warrants and the Compensation Warrants have been duly and validly created and issued; (ix) the Warrant Shares to be issued upon exercise of the FT Warrants have been validly allotted and duly authorized and reserved for issuance, and upon payment of the exercise price therefor in accordance with the terms and conditions of the FT Warrant Indenture, will be validly issued and outstanding as fully-paid and non- assessable Common Shares; (x) that the Common Shares to be issued upon exercise of the Compensation Warrants have been validly allotted and duly authorized and reserved for issuance, and upon payment of the exercise price therefor in accordance with the terms and conditions of the Compensation Warrant Certificate, will be validly issued and outstanding as fully-paid and non-assessable Common Shares; (xi) the FT Warrant Agent has been duly appointed as the warrant agent for the FT Warrants under the FT Warrant Indenture; (xii) the Transfer Agent has been duly appointed as the transfer agent and registrar for the Common Shares; (xiii) the form and terms of the definitive certificates, if any, representing the FT Shares, the FT Warrants and the Compensation Warrants have been approved by the directors of the Issuer and the definitive certificates representing the FT Shares comply in all material respects with the policies of the Exchange; (xiv) the issuance, sale and delivery of the FT Shares and FT Warrants comprising the FT Units by the Issuer to the performance Purchasers and the issuance of the Placement Agent's obligations Compensation Warrants to the Agent in the Province of Ontario in accordance with the terms and the accuracy conditions of the Placement Agent's representations and warranties hereunder, (1) the Offering is this Agreement are exempt from the registration prospectus requirements of applicable Canadian Securities Laws and that no documents are required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations of any securities regulatory authority are required to be obtained by the 1933 Act Issuer or any the Agent, as applicable, under applicable state "Blue Sky" law or Canadian Securities Laws to permit the distribution of the FT Shares and FT Warrants comprising the FT Units by the Issuer to the Purchasers, and the issuance and deliver of the Compensation Warrants to the Agent; however, where required by Canadian Securities Law, the Issuer will be required to file the Post-Closing Filings with the applicable Securities Commissions; (2xv) the Investor is an Accredited Investor.issuance of: (A) the Warrant Shares issuable upon due exercise of the FT Warrants in accordance with the terms and conditions of the FT Warrant Indenture;

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Company to --------------------- effect the transactions contemplated by this Agreement shall be subject to the continuing accuracy fulfillment at or prior to the time of Closing of each of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect following items which are conditions to the closing. Company may not rely on the failure of any condition set forth in Section 7.1 or the Investor8.1, as the case may be, as to be satisfied if such failure was caused by Company's failure to use reasonable efforts to commence or complete the Merger and the other transactions contemplated by this Agreement. Company in its sole discretion may waive any of the following conditions which waiver may be by written notice to Parent of Company's decision to waive such condition to the Closing; provided, however, that unless otherwise agreed to in writing, by Closing the Merger, Company shall be deemed to have waived any unfulfilled conditions set forth in (b), (e), (f), (g) (h), (i) and (j) below. (a) The Parent and the Xxxx Subsidiary shall have executed the Plan of Merger. (b) All approvals, authorizations and consents required to be obtained by Company shall have been obtained, including, without limitation, (i) the Company Required Approvals; (ii) the consent of the FTC and the Antitrust Division under the HSR Act; (iii) the approval, if required, of the shareholders of Company and Parent; and (iv) the approval of every regulatory agency of federal, state, or local government that may be required in the reasonable opinion of either Parent or Company. The Company shall have been furnished with appropriate evidence, reasonably satisfactory to it had been made on and as its counsel, of the granting of such approvals, authorizations and consents. (c) The Parent shall have performed and complied with all material obligations and conditions required by this Agreement to be performed or complied with by Parent prior to or at the Closing Date; the accuracy on . (d) All representations and warranties of Parent contained in this Agreement shall be true and correct at and as of the Closing Date of Date, with the statements of the officers of the Company same force and effect as though made pursuant to the provisions hereof; and the performance by the Company and the Investor on at 44 and as of the Closing Date Date, except for changes expressly permitted by this Agreement, and Company shall have received a certificate duly executed by the president of its covenants and obligations hereunder and the Parent as to the following further conditions: A. Upon the effectiveness foregoing. Any failure of a registration statement covering the Standby Equity Distribution Agreement, the Investor representation and the Placement Agent shall receive the opinion of Counsel warranty to the Company, dated be true and correct in any material respect at and as of the date thereofClosing Date, which opinion without regard to whether or not such representation or warranty is qualified in any respect by Parent's knowledge in this Agreement, shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agentdeemed a failure of this condition precedent. B. At (e) There shall be no actual or prior threatened action by or before any court which seeks to restrain, prohibit or invalidate the transaction contemplated by this Agreement. (f) Parent shall have received the resignations of three members of the Board of Directors of Parent, and Parent's Board of Directors shall have voted to fill the three vacancies, effective upon completion of the Closing, with three designees of Company to the Investor Board of Directors of Parent, one of whom will be Xxxxx Xxxxx and the Placement Agent other two of whom shall have been furnished qualify as non-management directors. Any such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets designees of the Company shall have been pledged or mortgaged, except as indicated be qualified individuals with experience in the Offering Materials; Business. The Board of Directors of Parent shall have appointed Xxxxx Xxxxx as Chief Operating Officer and President of Parent, effective upon completion of the Closing. (vg) no actionThe Company shall have obtained the affirmative vote of Parent's shareholders, suit or proceeding, at law or in equity, against and the Company or affecting any of its properties or businesses Registration Statement shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialseffective. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. 8.1 The obligations of the Placement Agent hereunder shall be subject to conditional upon the continuing accuracy of the representations and warranties of the Company Agent receiving, and the Investor herein as of Agent shall have the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made right on and as of such Closing Date; the accuracy on and as of the Closing Date on behalf of Subscribers for Units to withdraw all subscriptions delivered and not previously withdrawn by Subscribers unless the Agent receives, on the Closing Date: (a) a legal opinion of the statements of the officers of the Company made pursuant Corporation’s Counsel addressed to the provisions hereof; Agent, the Agent’s Counsel and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution AgreementSubscribers, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the InvestorAgent, their counsel with respect to such matters as the Agent may reasonably request relating to the Offering, the issuance and sale of the Units subscribed for on the applicable Closing Date, including, without limitation: (i) the due incorporation, continuation or amalgamation, as the case may be, and valid existence of the Corporation, (ii) the due registration or qualification of the Corporation to carry on business under the laws of each jurisdiction in which the Corporation carries on a material portion of its business as now conducted by it, (iii) the corporate power and capacity of the Corporation, (iv) the authorized capital of the Corporation, (v) the Common Shares included in the Units (and the Placement Common Shares issuable upon exercise of the Warrants and the Agent.’s Warrants) to be issued have been duly authorized, allotted and reserved for issuance and will, when issued, be issued as fully paid and non-assessable, B. At (vi) the due creation and issuance of the Warrants and the Agent’s Warrants, (vii) the due authorization, execution, delivery and enforceability of this agreement, and the Subscription Agreements, the Warrants and the Agent’s Warrants, by the Corporation and the fulfillment of the terms hereof and thereof, (viii) that the execution and delivery of this agreement and the Subscription Agreements, and the sale, delivery and the distribution of the Units, do not and will not result in a breach of, and do not and will not create a set of facts which, after notice or lapse of time or both, conflict with any terms, conditions or provisions of the articles of the Corporation, the by-laws or any resolutions of the directors or shareholders of the Corporation, or, so far as the Corporation’s Counsel is aware, any indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound, (ix) compliance with all Applicable Securities Laws including, without limitation, the receipt of all necessary regulatory approvals (including, without limitation, the conditional approval of the Exchange) relating to the distribution of the Units and the Agent’s Warrants, (x) the distribution of the Units in the Selling Jurisdictions, (xi) the first trade in Common Shares and the Warrants comprising the Units and the Common Shares issuable upon exercise of the Warrants and the Agent’s Warrants, (xii) the Common Shares comprising the Units and the Common Shares issuable upon exercise of the Warrants and the Agent’s Warrants, having been conditionally approved for listing on the Exchange, and (xiii) all such other matters as the Agent and Agent’s Counsel may reasonably request. It is understood that the Corporation’s Counsel may rely on certificates of officers of the Corporation and governmental authorities, the Transfer Agent and the Exchange as to relevant matters of fact; (b) a certificate of the Corporation dated the Closing Date, addressed to the Agent and signed on the Corporation’s behalf by two senior officers of the Corporation acceptable to the Agent, acting reasonably, certifying that: (i) the Corporation has complied with and satisfied all covenants, terms and conditions of this agreement on its part to be complied with or satisfied at or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained.Closing Time, C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company Corporation set forth herein in this agreement and, where applicable, in the Subscription Agreements are true and correct.correct at the Closing Time, as if made at such time, E. (iii) no event of the nature referred to in sections 10.2(a), (b), (c), (d) or (f) has occurred or to the knowledge of such officers is pending, contemplated or threatened, (iv) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this agreement and the Subscription Agreements, the offering and sale of the Units and the consummation of the other transactions contemplated hereby, and (v) such other matters as may be reasonably requested by the Agent or Agent’s Counsel; (c) evidence satisfactory to the Agent that the Corporation has obtained all necessary conditional approvals of the Exchange for the issuance of the Units and the listing of the Common Shares comprising the Units and the Common Shares issuable upon exercise of the Warrants and the Agent’s Warrants, subject only to the filing of any documents and payment of any fees which may be required by the Exchange; (d) definitive certificates representing, in the aggregate, all of the Common Shares and Warrants comprising the Units, in each case subscribed for on the Closing Date registered in such name or names as the Agent shall notify the Corporation in writing not less than 24 hours prior to the Closing Time provided that such certificates registered in such names may, subject to receipt by the Corporation and the Transfer Agent of a satisfactory indemnity, be delivered in advance of the Closing Date to the Agent or such other parties in such locations as the Agent may direct and the Agent and the Corporation may agree upon; (e) duly completed and executed copies of the Subscription Agreements, each in form and substance reasonably satisfactory to the Agent and the Agent’s Counsel; (f) the commission provided for in section 9.1; and (g) the Agent’s Warrants. The Placement foregoing conditions are for the sole benefit of the Agent, and may be waived in whole or in part by the Agent at any time and without limitation, the Agent shall have no obligation the right, on behalf of potential Subscribers, to insure that (x) withdraw all Subscription Agreements delivered and not previously withdrawn or rescinded by such persons if such conditions are not met. If any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's foregoing conditions are not met, the Agent may terminate its obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or under this agreement without prejudice to any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorother remedies it may have.

Conditions of Closing. The Closing shall be held at following are conditions precedent to the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Agents to complete the Closing and of the Purchasers to purchase the Offered Shares at the Closing Time, which conditions the Corporation covenants and agrees to use its best efforts to fulfil within the time set out herein therefor, and which conditions may be waived in writing in whole or in part by the Agents: (a) the Corporation shall be subject have caused its counsel, Bxxxx, Cxxxxxx & Gxxxxxx LLP, to deliver to the Agents legal opinions dated and delivered on the Closing Date or Option Closing Date, as applicable, addressed to the Agents, in form and substance satisfactory to the Agents acting reasonably. In connection with such opinions, counsel to the Corporation may rely on the opinions of local counsel in the Qualifying Provinces acceptable to counsel to the Agents, acting reasonably, as to qualification for distribution of the Offered Shares and the Broker’s Warrants or opinions may be given directly by local counsel of the Corporation with respect to those items and as to other matters governed by the laws of jurisdictions other than the province in which they are qualified to practise and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (b) the Corporation shall have caused its U.S. counsel, J.X. Xxxxx & Co., to deliver to the Agents legal opinions dated and delivered on the Closing Date or Option Closing Date, as applicable, addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents acting reasonably; (c) the Agents shall have received favourable legal opinions addressed to the Agents from counsel to the Corporation, as applicable, dated as of the Closing Date or Option Closing Date, as applicable, in the form and substance satisfactory to the Agents and their counsel, acting reasonably, as to: (i) the Subsidiary having been incorporated or otherwise organized and existing under the laws of its jurisdiction of incorporation or organization, as applicable; (ii) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (iii) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (d) the Agents shall have received a favourable legal opinion addressed to the Agents from counsel to the Corporation, as applicable, dated as of the Closing Date or Option Closing Date, as applicable, in the form and substance satisfactory to the Agents and their counsel, acting reasonably, as to title of the Properties and the Corporation’s or the Subsidiary’s interest therein; (e) the Agents shall have received a certificate, dated as of the Closing Date or Option Closing Date, as applicable, signed by the Chief Executive Officer and the Chief Financial Officer of the Corporation, or such other officer(s) of the Corporation as the Agents may agree, certifying for and on behalf of the Corporation with respect to: (i) the constating documents of the Corporation; (ii) the resolutions of the Corporation’s board of directors relevant to the Offering and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (f) the Corporation shall cause the Auditors to deliver to the Agents a comfort letter, dated as of the Closing Date or Option Closing Date, as applicable, in form and substance satisfactory to the Agents, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date or Option Closing Date, as applicable, the information contained in the comfort letter referred to in subsection 4(a)(iii) hereof; (g) the Agents shall have received a certificate, dated as of the Closing Date or Option Closing Date, as applicable, signed by the Chief Executive Officer and Chief Financial Officer of the Corporation, or such other officers of the Corporation as the Agents may request, certifying for and on behalf of the Corporation, after having made due enquiry and after having carefully examined the Final Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by a materiality or Material ‎Adverse Effect qualification, in which case the Corporation has ‎complied in all respects) ‎with all of the covenants and satisfied in all material respects (except where already qualified by materiality, in ‎which case the Corporation has complied in all respects)‎ all of the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of ceasing or suspending the trading in the Common Shares or prohibiting the sale of the Offered Shares or any other securities of the Corporation has been issued by any regulatory authority and continuing accuracy in effect and no proceedings for such purpose having been instituted or being pending or, to the knowledge of such officers, contemplated or threatened under any relevant securities laws (including Applicable Securities Laws) or by any regulatory authority; (iii) subsequent to the respective dates as at which information is given in the Final Prospectus, there has not occurred a Material Adverse Effect or any change or development involving a prospective Material Adverse Effect, other than as disclosed in the Final Prospectus or any Supplementary Material, as the case may be; (iv) no material change relating to the Corporation and the Subsidiary, taken as a whole, has occurred since the date hereof with respect to which the requisite material change report has not been filed and no such disclosure having been made on a confidential basis that remains confidential; (h) the Corporation shall have taken such action as the Corporation has reasonably determined is necessary in order to obtain an exemption for, or to qualify the Offered Shares and the Broker Warrants (including the shares issuable upon exercise thereof) for, sale to the Purchasers or Brokers, as applicable, under applicable securities or the blue sky laws of the states of the United States, and shall provide evidence of any such actions taken promptly upon the written request of any Purchaser; (i) the representations and warranties of the Company Corporation contained in this Agreement and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct as at the Closing Time in all material respects (or, ‎in the case of any representation or warranty containing a materiality or Material ‎Adverse Effect qualification, in all respects) as if such ‎representations and warranties were made as at the Closing Time of Closing, after giving ‎effect to the transactions contemplated hereby; (j) all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under Applicable Securities Laws in the Qualifying Jurisdictions necessary for the offer and sale of the Offered Shares, the execution and delivery of this Agreement and the Investor herein as consummation of the date hereof and transactions contemplated hereby, will have been made or obtained, as applicable (other than, in respect of the Offering, the filing of reports required under Applicable Securities Laws in the Qualifying Jurisdictions within the prescribed time periods and the filing of standard documents with the CSE, OTC, SEC, and U.S. Registration States which documents will be filed as soon as practicable after the Closing Date of Closing (the "or Option Closing Date", as applicable, and, in any event, within such deadline as may be imposed by such Securities Laws or the CSE, OTC, SEC, and U.S. Registration States) with respect and the Agents will have received copies of correspondence indicating that the Corporation has made all of the necessary filings for the issuance and listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, subject only to the Company Standard Listing Filings; (k) the Agents shall have completed and be satisfied, in their sole discretion, with the results of its due diligence investigations regarding the Corporation, its business, operations and financial condition and market conditions at the Closing Time; (l) the Agents shall have received a certificate from Capital Transfer Agency ULC as to the number of Common Shares issued and outstanding as at the date immediately prior to the Closing Date or Option Closing Date, as applicable,; (m) the Agents shall have received a certificate of status (or the Investorequivalent) in respect of the Corporation and the Subsidiary issued by the appropriate regulatory authority in each jurisdiction in which the Corporation and the Subsidiary are incorporated, amalgamated or continued, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of which certificate shall be dated no more than two Business Days prior to the Closing Date or Option Closing Date, as applicable,; (n) the Agents shall have received duly executed copies of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be Broker Warrant Certificates in form and substance reasonably satisfactory to the InvestorAgents, their counsel acting reasonably; and (o) each of the directors and executive officers of the Placement Agent. B. At or prior Corporation shall have delivered to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any Agents a signed copy of the representations, warranties or conditions herein containedForm of Lock-Up Agreement attached hereto as Schedule “A”. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or and the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing At Closing, the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. 9.1 The Closing shall be held at the offices of the Investor or its counsel. The several obligations of the Placement Agent hereunder shall be subject Underwriters to purchase and pay for the continuing accuracy of the representations and warranties of the Company Firm Securities and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the InvestorOption Securities, as the case may be, as if provided herein on the Closing Date or on any Option Closing Date, as applicable, will be conditional upon and subject to the accuracy of the representations and warranties on the part of the Corporation set forth in Section 8.1 hereof as of each Representation Date, as though then made, and to each of the following conditions being fulfilled at or prior to the Time of Closing or the relevant Option Closing Time, as applicable, which conditions the Corporation covenants to exercise its reasonable best efforts to have fulfilled at or prior to the Time of Closing and any Option Closing Time, as applicable, and which conditions in paragraphs (c), (d), (f) and (g) may be waived in writing in whole or in part by the Underwriters: (a) the Corporation will have made or obtained the necessary filings, approvals, consents and acceptances of the appropriate Canadian Securities Regulators, the TSX and the NYSE required to be made or obtained by the Corporation prior to the Time of Closing in order to complete the offering of the Purchased Securities as herein contemplated, it had being understood that the Underwriters shall do all that is required, acting reasonably, to assist the Corporation to fulfill this condition; (b) the directors of the Corporation shall have authorized and approved this Agreement, the issuance of the Purchased Securities, and all matters relating thereto, it being hereby represented by the Corporation that such authorization and approval will be obtained prior to the Time of Closing; (c) it shall be the case that, and the Corporation will deliver to the Underwriters a certificate of the Corporation and signed on behalf of the Corporation by the Chief Executive Officer or an executive officer of the Corporation and the Chief Financial Officer of the Corporation (or such officers of the Corporation as may be acceptable to the Underwriters) addressed to the Underwriters and dated the Closing Date or the Option Closing Date, as applicable, in form satisfactory to their counsel, Xxxxxxx Xxxxx LLP, certifying that: (i) except as otherwise publicly disclosed, the Prospectuses are true and correct in all material respects and contain no misrepresentation; (ii) except as otherwise publicly disclosed, no change in the assets, liabilities, financial position or business of the Corporation which would have a Material Adverse Effect has occurred and no transaction out of the ordinary course of business and of a nature material to the Corporation has been entered into or is pending since the date of the Prospectuses; - 29 - (iii) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Purchased Securities or the trading of any of the Corporation’s issued securities has been issued and, to the best knowledge, information and belief of the persons signing such certificate, no proceedings for such purpose are pending, contemplated or threatened; (iv) the Corporation is a “reporting issuer” in each of the Canadian Qualifying Jurisdictions not in default of any requirement under Canadian Securities Laws, is eligible in accordance with the provisions of NI 44‑101 to file a short form prospectus with the Canadian Securities Regulators at the respective times of filing and there is no material change in the affairs of the Corporation which presently requires disclosure under the Securities Act (Ontario), and other securities laws to which the Corporation is subject, which has not been so disclosed and no such disclosure has been made on a confidential basis; (v) it has complied with all covenants, terms and conditions of this agreement on its part to be complied with or satisfied at or prior to the Time of Closing or Option Closing Time, as applicable; (vi) each of such Closing Date; the accuracy on its representations and warranties contained herein is true and correct as of the Time of Closing Date or Option Closing Time, as applicable; and (vii) such other matters of a factual nature as the Underwriters and the Underwriters’ counsel may request, acting reasonably. (d) the Corporation will have caused favorable legal opinions to be delivered by: (i) Blake, Xxxxxxx & Xxxxxxx LLP, Canadian counsel to the Corporation, as to the laws of Ontario, Alberta, British Columbia and Québec and the laws of Canada applicable therein and by local counsel as to the matters relating to Canadian Qualifying Jurisdictions other than Ontario, Alberta, British Columbia and Québec and the laws of Canada applicable therein with respect to those matters identified in Schedule B attached hereto addressed to the Underwriters and Xxxxxxx Xxxxx LLP, Canadian counsel to the Underwriters; and (ii) Xxxxxx, Xxxx & Xxxxxxxx LLP, U.S. counsel to the Corporation, as to the laws of the statements United States and the State of the officers of the Company made pursuant New York applicable therein addressed to the provisions hereof; Underwriters and Cravath, Swaine & Xxxxx LLP, U.S. counsel to the performance by the Company and the Investor on and as of Underwriters, each dated the Closing Date of its covenants or Option Closing Date, as applicable, and obligations hereunder and such other matters as the Underwriters may reasonably request, acceptable to the following further conditions: A. Upon Underwriters’ counsel, acting reasonably; (e) the effectiveness of Corporation will deliver or cause to be delivered to the Underwriters a registration statement covering letter dated the Standby Equity Distribution AgreementClosing Date or Option Closing Date, as applicable, in form and substance satisfactory to the Investor Underwriters, acting reasonably, addressed to the Underwriters and the Placement Agent shall receive directors of the opinion of Counsel Corporation from: (i) Ernst & Young LLP, as auditors to the CompanyCorporation and (ii) Ernst & Xxxxx, dated X.X., as auditors of Atlantica, confirming the continued accuracy of the comfort letters to be delivered to the Underwriters pursuant to Section 4.1(f) with such changes as may be necessary to bring information in such letter forward to a date thereofnot more than two (2) Business Days prior to the Closing Date or Option Closing Date, which opinion as applicable, provided such changes are acceptable to the Underwriters, acting reasonably; - 30 - (f) the Purchased Securities shall be have been conditionally approved for listing and posting for trading on the TSX and the NYSE subject to the satisfaction by the Corporation of the filing and other requirements of the TSX and the NYSE; and (g) the Corporation shall deliver to the Underwriters, on the Closing Date or Option Closing Date, as applicable, a certificate of the Chief Financial Officer of the Corporation, in form and substance reasonably satisfactory to the InvestorLead Underwriters on behalf of the Underwriters, their counsel with respect to certain financial information included or incorporated by reference in the Prospectuses and the Placement AgentDisclosure Documents. B. At 9.2 The Corporation agrees that the legal opinions and certificates contemplated in paragraphs 9.1(c), (d) and (g) to be delivered at the Time of Closing or prior Option Closing Time, as applicable, will also be addressed to Underwriters. 9.3 In addition to the Closingforegoing, the Investor and the Placement Agent Corporation shall have been furnished provide such other documents, certificates and opinions in connection with the filing of the Prospectuses, as it the Underwriters may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein containedrequire. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent parties hereunder shall at all times be subject to the continuing continued accuracy of the all representations and warranties of the Company and the Investor parties contained herein as of the date hereof though such representations and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it warranties had been made on at and as of such Closing Datetimes, and the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC; and all requests for additional information on the accuracy on and as part of the SEC shall have been complied with; (b) SSB shall have received an opinion of Willxxx Xxxx & Xallxxxxx, xxted the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and (as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreementdefined in Paragraph 7 below), the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investorit, their counsel and the Placement Agent. B. At or prior to the Closing, effect that: (i) The Partnership has been duly formed and is validly existing as a limited partnership under the Investor Partnership Law with full partnership power and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them authority to review or pass upon the matters referred to in carry out its obligations under this Agreement and the Offering MaterialsPartnership Agreement, or and to conduct its business as described in order the Prospectus, and, to evidence the accuracy, completeness or satisfaction of any best of the representationsknowledge of such counsel, warranties the Partnership conducts no business and owns or conditions herein contained.leases no properties which would require it to qualify to do business as a foreign organization in any jurisdiction; C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have The offer and sale of the Units has been no transaction, not duly authorized by the Partnership and the Units constitute valid limited partnership interests in the ordinary course of business except the transactions pursuant Partnership which conform to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed description thereof contained in the Offering Materials or to Prospectus; and the Placement Agent in writing; (iii) except liability of each limited partner will be limited as set forth in the Offering MaterialsProspectus, and no limited partner will be subject to personal liability for the Company shall debts, obligations, or liabilities of the Partnership by reason of his being a limited partner, other than as described in the Prospectus; (iii) The offer and sale of the Units and the compliance by the Partnership with all of the provisions of this Agreement will not be conflict with or result in default under any provision a breach of any instrument relating of the terms or provisions of the Partnership Certificate or Partnership Agreement, or, to the best of the knowledge of such counsel, any outstanding indebtedness for agreement to which the Partnership is a waiver party or extension has not been otherwise received; by which it is bound; (iv) except as set forth in To the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations best of the Company (contingent or otherwise) and trade payable debt; (v) no material amount knowledge of the assets of the Company shall have been pledged or mortgagedsuch counsel, except as indicated in the Offering Materials; and (v) there is no action, suit suit, litigation or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened proceeding before or by any court or federal or state commission, board or other administrative governmental agency, domestic federal, state or foreignlocal, wherein an unfavorable decisionpending or threatened against, ruling or finding could affecting or involving the property or business of SBFM, or the business of the Partnership, that would materially and adversely affect the businessescondition (financial or otherwise), business or prospects of SBFM or financial condition or income of the CompanyPartnership; and (v) The Registration Statement has become effective under the Act, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closingand, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as best of the applicable closingknowledge of such counsel, no stop order suspending the representations and warranties effectiveness of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) Registration Statement has been issued nor has any check, note, draft or other means of payment proceeding for the Common Stock will be honored, paid issuance of such an order been initiated or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorthreatened.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement dated February 14, 2002, entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "“Closing Date"”) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's ’s obligations and the accuracy of the Placement Agent's ’s representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Securities Act or any applicable state "“Blue Sky" ” law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) If requested by the effectiveness of Selling Agent, MLAI shall deliver a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel certificate to the Company, dated effect that: (i) the representations and warranties of MLAI contained herein are true and correct with the same effect as though expressly made at the Initial Closing Time and in respect of the Memorandum as in effect at the Initial Closing Time; and (ii) MLAI has performed all covenants and agreements herein contained to be performed on its part as of or prior to the date thereofInitial Closing Time. (b) As of the Initial Closing Time, which opinion Sidley Austin Brown & Wood LLP, counsel to the Manager, shall be deliver xx xxx xxx parxxxx hereto its opinion, in form and substance reasonably satisfactory to each of the Investor, their counsel and the Placement Agentparties hereto. B. At or prior to the Closing, the Investor and the Placement Agent (c) The parties hereto shall have been furnished with such documentsadditional information, opinions, certificates and opinions documents, including supporting documents relating to parties described in the Memorandum and letters of representation signed by such parties with regard to information relating to them and included in the Memorandum as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained.; and all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to Sidley Austin Brown & Wood LLP. APPENDIX A C. At and prior to (d) As of each Additional Closing Time, the Closing, (i) there parties hereto shall have been no material adverse change nor development involving a prospective change in furnished with such information, opinions and certified documents as the condition Manager and the Selling Agent may deem to be necessary or prospects or the business activities, financial or otherwise, appropriate. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be canceled by any change party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the indebtedness (long Initial Closing Time, and any such cancellation or short term) or liabilities or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 6. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; and (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: : A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement dated the date hereof, entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.Offering

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. (a) The obligations of the Placement Agent Company hereunder shall be in connection with the Closing are subject to the continuing following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Subscriber contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Subscriber required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Subscriber of the items set forth in Section 4(b) of this Unit Purchase Agreement. (b) The obligations of the Subscriber hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company and the Investor contained herein (unless as of the a specific date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the therein in which case may be, as if it had been made on and they shall be accurate as of such Closing Date; the accuracy on date); (ii) all obligations, covenants and as of the Closing Date of the statements of the officers agreements of the Company made pursuant required to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At performed at or prior to the Closing, the Investor and the Placement Agent Closing Date shall have been furnished such documents, certificates and opinions as it may reasonably require for performed; (iii) the purpose of enabling them to review or pass upon delivery by the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any Company of the representations, warranties or conditions herein contained.items set forth in Section 4(a) of this Unit Purchase Agreement; C. At and prior to the Closing, (iiv) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of Material Adverse Effect with respect to the Company from since the latest dates as of which such condition is set forth in date hereof; (v) the Offering Materials; Unit Shares (iiI) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company be listed on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; TSXV and (iiiII) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and thatsuspended, as of the applicable closingClosing Date, by the representations and warranties Canadian Securities Administrators or the TSXV from trading on the TSXV nor shall the Canadian Securities Administrators or the TSXV have threatened any suspension in writing as of the Closing Date nor shall the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation failed to insure that (x) any check, note, draft or other means of payment for meet the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration minimum listing maintenance requirements of the 1933 Act or any applicable state "Blue Sky" law or TSXV; and (2vi) the Investor is an Accredited InvestorTSXV Approval shall have been obtained.

Conditions of Closing. The Closing I. It shall be held at a condition to Purchaser’s obligation to close title that: (a) Purchaser shall have a period of thirty (30) days from the offices date of full execution of this Agreement by all parties (the “Due Diligence Period”) to perform any and all inspections and studies relating to the Premises, including, without limitation, a title search, survey, environmental investigations and reports, zoning, building and feasibility studies, a review of all regulatory approvals for the Premises and a physical inspection of the Investor Premises including, without limitation, drilling, soil boring, surveying, soil sampling and any other testing as may be desired by Purchaser (collectively, the “Inspections”), provided, the Purchaser shall not conduct any such drilling, soil boring, surveying and soil sampling unless the Purchaser, its agents, consultants, affiliates and representatives, including its environmental consultants, is not under any obligation to disclose to the Seller, its agents, consultants, affiliates and representatives or its counselto any other third-party, including, without limitation, any governmental agency, the results of such drilling, soil boring, surveying or soil sampling. The obligations of parties acknowledge and agree that Purchaser may terminate this contract at any time during the Placement Agent hereunder shall be subject Due Diligence Period by providing written notice to the continuing accuracy of the that effect to Escrow Agent. (b) The representations and warranties of the Company and the Investor Seller set forth herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and shall be true as of the Closing Date Date. (c) The covenants of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and Seller set forth herein shall have been complied with as of the Closing Date. (d) Seller shall convey to Purchaser marketable and insurable title to the Premises, subject only to the Permitted Exceptions, in accordance with this Agreement. (e) Seller shall deliver possession of the Premises to Purchaser on the Closing Date of its in the condition required by this Agreement and in accordance with the terms, covenants and obligations hereunder conditions of this Agreement. (f) Seller shall fully comply with the terms of the lease to be entered into between the parties hereto. A copy of the proposal is attached hereto as Exhibit A and made a part hereof. Further, all representations contained in the lease proposal shall survive the closing and become a part of the lease. The lease entered into by the parties hereto shall be duly recorded by the Purchaser. (g) The Seller and Purchaser shall have entered into a lease in accordance with the proposal attached hereto as Exhibit A. Without limiting the other rights of Purchaser, Seller shall permit Purchaser and such agents and experts of Purchaser as Purchaser shall designate full access to the following further conditions: A. Upon Premises and all records concerning the effectiveness Premises during reasonable business hours, for purposes of a registration statement covering such independent investigation as Purchaser shall desire to conduct. In the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as event that any of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At aforesaid conditions are not satisfied by Seller or waived by Purchaser on or prior to the ClosingClosing Date, Purchaser shall be entitled to terminate this Agreement by written notice to Seller. In the Investor event of such termination Seller shall direct Escrow Agent to refund to Purchaser all payments made by Purchaser on account of the Purchase Price. II. It shall be a condition to Seller’s obligation to close title that: (a) the Boards of Directors of Seller and its parent corporation shall approve the Placement Agent sale herein. (b) All conditions and limitations regarding the sale of the Premises arising with respect to any contract, indenture, trust, instrument or other agreement to which the Seller is a party shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, the terms of such agreement or waived by the relevant party to such agreement. (yc) subject Seller shall have obtained an opinion of an independent expert as to the performance fair value of the Placement Agent's obligations Premises as required under the Trust Indenture Act of 1939, as amended, and the accuracy Indenture dated April 22, 2004 (the “Indenture”) which opinion concludes that the Purchase Price is not less than the fair market value of the Placement Agent's representations Premises and warranties hereunder, (1) that the Offering is exempt from release of security interest in the registration requirements Premises does not impair the security under the Indenture in contravention of the 1933 Act or any applicable state "Blue Sky" law or provisions thereof. (2d) The Seller and Purchaser shall have entered into a lease in accordance with the Investor is an Accredited Investor.proposal attached hereto as Exhibit A.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein accuracy, as of the date hereof and as of the Date of Closing (the "Closing Date", of the representations and warranties of the Company contained herein, to the performance by the Company of its covenants and obligations hereunder, and to the following additional conditions, and the Company shall not issue or sell the Securities unless and until all of the conditions of this Section 5 shall have been satisfied or waived by the Placement Agents: (a) The Registration Statement has been declared effective by the SEC and the offering of the Securities by the Company complies with Rule 415 of the 1933 Act Rules and Regulations. All filings required by Rule 424, Rule 430A, Rule 430B and Rule 433(d) of the 1933 Act Rules and Regulations will be promptly made. No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company or any Placement Agents, threatened or contemplated by the SEC, and any request of the SEC for additional information (to be included in the Registration Statement, the Disclosure Package or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agents. (b) The Placement Agents shall not have advised the Company on or prior to the Closing Date, that the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto contains an untrue statement of fact that, in the opinion of counsel to the Placement Agents, is material, or omits to state a fact that, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) On the Closing Date, the Placement Agents shall have received the opinion of Gxxxxxx Sxxxxx LLP, counsel for the Company, addressed to the Placement Agents and the Investors and dated the Closing Date, in substance as set forth on Exhibit B hereto. (d) [Reserved]. (e) On the date of this Agreement and on the Closing Date, each of the Placement Agent shall have received from Exxxxxxx Kxxxx Sxxxxxx and Hxxxxxx PC, a letter or letters, dated the date of this Agreement and the Closing Date, respectively, in form and substance satisfactory to each Placement Agent and its respective counsel, confirming that they are independent registered public accountants with respect to the Company or within the Investormeaning of the 1933 Act and the published Rules and Regulations and the rules and regulations of the PCAOB, as and stating the case may be, as if it had been made on conclusions and as findings of such Closing Date; firm with respect to the accuracy on financial information and other matters ordinarily covered by accountants’ “comfort letters” to placement agents in connection with registered public offerings. (f) Except as contemplated in each of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; Disclosure Package and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the ClosingProspectus, (i) there neither the Company nor any of its Subsidiaries shall have been no material adverse change nor development involving a prospective change sustained since the date of the latest audited financial statements included or incorporated by reference in the condition Disclosure Package and the Prospectus any loss or prospects interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and (ii) subsequent to the business activities, financial or otherwise, of the Company from the latest respective dates as of which such condition information is set forth given in the Offering Materials; (ii) there Registration Statement, the Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries shall have been no transactionincurred any liability or obligation, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement direct or contingent, or entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materialsany transactions, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long capital stock or short term) short-term or liabilities or obligations long-term debt of the Company and its Subsidiaries or any change, or any development involving or which is reasonably expected to involve a prospective change in the condition (contingent financial or otherwiseother), net worth, business, affairs, management, results of operations or cash flow of the Company or its Subsidiaries, the effect of which, in any such case described in clause (i) or (ii), is in your reasonable judgment so material or adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being delivered on such Closing Date on the terms and trade payable debtin the manner contemplated in each of the Disclosure Package and the Prospectus. (g) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the AMEX or the establishing on such exchanges by the SEC or by such exchanges of minimum or maximum prices that are not in force and effect on the date hereof; (ii) a suspension or material limitation in trading in the Company’s securities on the AMEX or the establishing on such exchange by the SEC or by such exchange of minimum or maximum prices that are not in force and effect on the date hereof; (iii) a general moratorium on commercial banking activities declared by either federal or any state authorities; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, which in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities in the manner contemplated in the Prospectus; or (v) no material amount any calamity or crisis, change in national, international or world affairs, act of God, change in the international or domestic markets, or change in the existing financial, political or economic conditions in the United States or elsewhere, that in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the assets Securities in the manner contemplated in each of the Company Disclosure Package and the Prospectus. (h) The Placement Agents shall have been pledged or mortgagedreceived a certificate, except as indicated in dated the Offering Materials; Closing Date and (v) no action, suit or proceeding, at law or in equity, against signed by the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect Chief Executive Officer and the businesses, prospects or financial condition or income Chief Financial Officer of the Company, except in their capacities as set forth in the Offering Materials.such, stating that: D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that (i) the conditions set forth in subparagraph (CSection 5(a) above have been satisfied fully satisfied; (ii) they have carefully examined the Registration Statement, the Disclosure Package and thatthe Prospectus as amended or supplemented and all documents incorporated by reference therein and nothing has come to their attention that would lead them to believe that any of the Registration Statement, the Disclosure Package or the Prospectus, or any amendment or supplement thereto or any documents incorporated by reference therein as of their respective effective, issue or filing dates, contained, and the applicable closingProspectus as amended or supplemented and all documents incorporated by reference therein and when read together with the documents incorporated by reference therein, at such Closing Date, contains any untrue statement of a material fact, or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) since the Effective Date, there has occurred no event required to be set forth in an amendment or supplement to the Registration Statement, the representations and warranties of Disclosure Package or the Company Prospectus which has not been so set forth herein are true and correct. E. The Placement Agent shall have forth; there has been no obligation Issuer Free Writing Prospectus required to insure that (xbe filed under Rule 433(d) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act Rules and Regulations that has not been so filed; and there has been no document required to be filed under the 1934 Act and the 1934 Act Rules and Regulations that upon such filing would be deemed to be incorporated by reference into the Disclosure Package or the Prospectus that has not been so filed; (iv) all representations and warranties made herein by the Company are true and correct in all respects at such Closing Date, with the same effect as if made on and as of such Closing Date, and all agreements herein to be performed or complied with by the Company on or prior to such Closing Date have been duly performed and complied with by the Company; (v) neither the Company nor any of its Subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in each of the Disclosure Package and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and (vi) except as disclosed in each of the Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement, each of the Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations, direct or contingent, other than in the ordinary course of business, or entered into any transactions not in the ordinary course of business, which in either case are material to the Company or such Subsidiary; and there has not been any change in the capital stock or material increase in the short-term debt or long-term debt of the Company or any applicable state "Blue Sky" law of its Subsidiaries or any material adverse change or any development involving or that is reasonably expected to involve a prospective material adverse change, in the condition (2financial or other), net worth, business, affairs, management, results of operations or cash flow of the Company and its Subsidiaries taken as a whole; and there has been no dividend or distribution of any kind, paid or made by the Company on any class of its capital stock. (i) The Company shall have furnished to the Investor is an Accredited InvestorPlacement Agents at the Closing Date such further information, opinions, certificates, letters and documents as the Placement Agents or each of them may have reasonably requested. (j) The Offered Common Shares, the Offered Warrant Shares and the Placement Warrant Shares shall have been listed for trading on the AMEX. (k) The Placement Agents shall have received duly and validly executed letter agreements referred to in Section 4(o) hereof. (l) The NASD shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the placement agency terms and conditions. (m) [Reserved]. (n) All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to COMW and FBW and to Vxxxxx & Exxxxx LLP, counsel for COMW and FBW. (o) If any of the conditions specified above in this Section 5 shall not have been satisfied at or prior to the Closing Date or waived by the Placement Agents in writing, this Agreement may be terminated by the Placement Agents on written notice to the Company, whereupon the Company shall not issue or sell the Securities.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. ‌ 8.1 The obligations of the Placement Agent hereunder shall be subject conditional upon receiving at the Closing Time:‌ (a) confirmation from the Corporation’s auditors that the offered Subscription Receipts are eligible for investment in registered plans; (b) a legal opinion of the Corporation's counsel (addressed to the continuing accuracy Agent, the Agent’s Counsel and the Subscribers), in form and substance satisfactory to the Agent and the Agent’s Counsel, acting reasonably, with respect to such matters as the Agent may reasonably request relating to the Offering, the issuance and sale of the offered Units and Subscription Receipts and the issuance of Securities including, without limitation, the legal matters relating to the Corporation and the transactions contemplated hereby, including compliance with Applicable Legislation as the Agent or Agent’s Counsel may reasonably request; (c) a certificate of the Corporation dated as of the Closing Date, addressed to the Agent and the Agent’s Counsel and signed on the Corporation's behalf by at least two senior officers of the Corporation, acceptable to the Agent, acting reasonably, certifying that: (i) the Corporation has complied with and satisfied in all material respects all covenants, terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Company Corporation set forth in this Agreement are true and correct in all material respects at the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may beTime, as if it had been made on and as at such time, except where any representation or (iii) no event of the nature referred to in paragraphs 11.1(a), 11.1(e), or 11.1(f). in relation to the Corporation has occurred or to the knowledge of such Closing Date; the accuracy on and as officers is pending, contemplated or threatened. (d) executed copies of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be Subscription Receipt Agreement in form and substance reasonably satisfactory to the Investor, their counsel Agent and the Placement Agent’s Counsel; and (e) such other documents and certificates as the Agent may request, acting reasonably. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or 8.2 The obligations of the Company Agent hereunder shall be conditional upon: (contingent or otherwisea) the Agent having completed due diligence with respect to the Offering including the business, management and trade payable debt; (v) no material amount properties of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable ClosingCorporation, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as satisfaction of the applicable closing, the representations and warranties Agent; (b) receipt of all required regulatory approvals for or acceptance of the Company set forth herein are true Offering including of the Commissions and correct.of the Exchange; and E. The Placement Agent shall have no obligation to insure that (xc) the removal or partial revocation of any check, note, draft cease trading order or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject trading suspension made by any competent authority to the performance of extent necessary to complete the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorOffering.

Conditions of Closing. 8.1 The Closing shall be held at will take place on the offices of the Investor or its counsel. Closing Date. 8.2 The Agent’s obligations of the Placement Agent hereunder shall be under this Agreement are conditional upon and subject to the continuing accuracy fulfilment of the following conditions before the Closing Time, which conditions the Company covenants to use its commercially reasonable efforts to fulfil or cause to be fulfilled before the Closing Time: (a) all actions required to be taken by or on behalf of the Company, including the passing of all requisite resolutions of directors of the Company, will have been taken so as to approve the Prospectuses and to validly create and distribute the Securities; (b) the Company will have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Regulatory Authorities for the Offering and the Prospectuses, including without limitation a receipt from the Commissions pursuant to NP 11-202 in respect of the Prospectuses, to permit the Company to complete its obligations hereunder; (c) there shall be no requirement under applicable law and no requirement imposed on the Company by the Regulatory Authorities to obtain, nor shall the Company voluntarily seek, shareholder approval of the Offering or of the issuance of the Offered Shares; (d) the Company will have, within the required time set out hereunder, delivered or caused the delivery of the required Comfort Letter, legal opinions, Officer’s Certificate and the Closing Materials, in form and substance satisfactory to the Agent and its counsel, acting reasonably; (e) no order ceasing or suspending trading in any securities of the Company, or ceasing or suspending trading by the directors, officers or promoters of the Company, or any one of them, or prohibiting the trade or distribution of any of the securities referred to herein will have been issued and no proceedings for such purpose, to the knowledge of the Company, will be pending or threatened; (f) the Common Shares and the Agent’s Warrant Shares will have been conditionally accepted for listing on the Exchange; (g) as of the Closing Time, there shall be no reports or information that in accordance with the requirements of Regulatory Authorities must be made publicly available in connection with the sale of the Offered Shares that have not been made publicly available as required; no contracts, documents or other materials required to be filed with Regulatory Authorities in connection with the Prospectuses that have not been filed as required and delivered to the Agent; and no contracts, documents or other materials required to be described or referred to in the Prospectuses that are not described or referred to as required and delivered to the Agent; (h) the Agent shall have received at the Closing Time a letter from the transfer agent of the Company dated the date of Closing and signed by an authorized officer of such transfer agent confirming the issued and outstanding capital of the Company; (i) the Agent not having exercised any rights of termination set forth in this Agreement; (j) the Agent having received at the Closing Time such further certificates, opinions of counsel and other documentation from the Company as the Agent or its counsel may reasonably require and as are customary in a transaction of this nature; (k) there shall not have occurred since September 30, 2019 and until the Closing Time, any adverse material change (actual, anticipated, contemplated or, to the knowledge of the Company, threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects, financial position or capital of the Company; (l) the due diligence conducted by the Agent shall not have revealed any adverse material change or adverse material fact in respect of the Company not generally known to the public which should have been previously disclosed pursuant to Applicable Securities Laws, and the Agent being satisfied, acting reasonably, with the results of their due diligence investigation of the Company prior to the Closing Time; (m) the Company will have, as of the Closing Time, complied with all of its covenants and agreements contained in this Agreement; (n) the representations and warranties of the Company contained in this Agreement will be materially true and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and correct as of the Closing Date Time as if such representations and warranties had been made as of the statements Closing Time; and (o) certificates, opinions and other documents contemplated by Section 7.13 of this Agreement will have been delivered to the Agent and its legal counsel. 8.3 The Offering will be completed at the offices of the officers of Company’s legal counsel at such time (the Company made pursuant “Closing Time”) and on the applicable Closing Date as may be agreed to the provisions hereof; and the performance by the Company and the Investor on and as of Agent in consultation with the Closing Date of its covenants and obligations hereunder and Exchange; provided, however, that if the Company has not been able to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of comply with any of the representations, warranties covenants or conditions set out herein contained. C. At required to be complied with by the Closing Time and prior to Closing Date or such other date and time as may be mutually agreed to, or if this Agreement is terminated in accordance with Section 9 hereof, the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, respective obligations of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business parties will terminate without further liability or obligation except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) with respect to the payment of expenses and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated indemnity and contribution provided for in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsthis Agreement. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the 8.4 The Company signed by an executive officer and chief financial officerwill, dated as of on the applicable ClosingClosing Date, deliver the Securities, through its registrar and transfer agent, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as Agent against payment of the applicable closingProceeds. 8.5 If the Company has satisfied all of its obligations under this Agreement, the representations and warranties Agent will, on the applicable Closing Date, pay the Proceeds to the Company against delivery of the Company set forth herein are true and correctSecurities. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein accuracy, as of the date hereof and as of the Date of Closing (the "Closing Date", of the representations and warranties of the Company contained herein, to the performance by the Company of its covenants and obligations hereunder, and to the following additional conditions, and the Company shall not issue or sell the Shares unless and until all of the conditions of this Section 5 shall have been satisfied or waived by the Placement Agent: (a) The Registration Statement has been declared effective by the SEC and the offering of the Shares by the Company complies with Rule 415 of the 1933 Act Rules and Regulations. All filings required by Rule 424, Rule 430A, Rule 430B and Rule 433(d) of the 1933 Act Rules and Regulations will be promptly made. No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company or the Placement Agent, threatened or contemplated by the SEC, and any request of the SEC for additional information (to be included in the Registration Statement, the Disclosure Package or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent. (b) Neither the Placement Agent nor the Company shall have advised the other party on or prior to the Closing Date, that the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto contains an untrue statement of fact that, in the opinion of counsel to the Placement Agent, is material, or omits to state a fact that, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) On the Closing Date, the Placement Agent shall have received the opinion of (i) Xxxxxxx & Xxxx, P.C., counsel for the Company, and (ii) Seigfreid, Bingham, Levy, Xxxxxx & Xxx, P.C., counsel for the Company, each addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as set forth on Exhibit A hereto. Xxxxxxx & Xxxx, P.C. shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth on Exhibit B hereto. (d) On the Closing Date, the Placement Agent shall have received the opinion of Xxxxxxxxxx Xxxxxxx PC, counsel to the Placement Agent, addressed to the Placement Agent and dated the Closing Date, with respect to such matters as the Placement Agent may reasonably require; and the Company shall have furnished to such counsel such documents as it may reasonably request for the purposes of enabling it to review or pass on such matters. (e) On the date of this Agreement and on the Closing Date, the Placement Agent shall have received from Deloitte & Touche, LLP, a letter or letters, dated the date of this Agreement and the Closing Date, respectively, in form and substance satisfactory to the Placement Agent and counsel for the Placement Agent, confirming that they are independent registered public accountants with respect to the Company or within the Investormeaning of the 1933 Act and the published Rules and Regulations and the rules and regulations of the PCAOB, as and stating the case may be, as if it had been made on conclusions and as findings of such Closing Date; firm with respect to the accuracy on and financial information and (f) Except as contemplated in each of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; Disclosure Package and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the ClosingProspectus, (i) there neither the Company nor any of its Subsidiaries shall have been no material adverse change nor development involving a prospective change sustained since the date of the latest audited financial statements included or incorporated by reference in the condition Disclosure Package and the Prospectus any loss or prospects interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and (ii) subsequent to the business activities, financial or otherwise, of the Company from the latest respective dates as of which such condition information is set forth given in the Offering Materials; (ii) there Registration Statement, the Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries shall have been no transactionincurred any liability or obligation, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement direct or contingent, or entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materialsany transactions, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long capital stock or short term) short-term or liabilities or obligations long-term debt of the Company and its Subsidiaries or any change, or any development involving or which might reasonably be expected to involve a prospective change in the condition (contingent financial or otherwiseother), net worth, business, affairs, management, prospects, results of operations or cash flow of the Company or its Subsidiaries, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material or adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered on such Closing Date on the terms and trade payable debtin the manner contemplated in each of the Disclosure Package and the Prospectus. (g) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the NASDAQ Global Market or the American Stock Exchange or the establishing on such exchanges or market by the SEC or by such exchanges or markets of minimum or maximum prices that are not in force and effect on the date hereof; (ii) a suspension or material limitation in trading in the Company’s securities on the NASDAQ Global Market or the establishing on such market by the SEC or by such market of minimum or maximum prices that are not in force and effect on the date hereof; (iii) a general moratorium on commercial banking activities declared by either federal or any state authorities; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, which in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares in the manner contemplated in the Prospectus; or (v) no material amount any calamity or crisis, change in national, international or world affairs, act of God, change in the international or domestic markets, or change in the existing financial, political or economic conditions in the United States or elsewhere, that in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the assets Shares in the manner contemplated in each of the Company shall have been pledged or mortgaged, except as indicated in Disclosure Package and the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsProspectus. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (Ch) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, in their capacities as such, stating that: (i) the condition set forth in Section 5(a) has been fully satisfied; (ii) they have carefully examined the Registration Statement, the Disclosure Package and the Prospectus as amended or supplemented and all documents incorporated by reference therein and nothing has come to insure their attention that (x) would lead them to believe that any checkof the Registration Statement, note, draft the Disclosure Package or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its termsProspectus, or any amendment or supplement thereto or any documents incorporated by reference therein as of their respective effective, issue or filing dates, contained, and the Prospectus as amended or supplemented and all documents incorporated by reference therein and when read together with the documents incorporated by reference therein, at such Closing Date, contains any untrue statement of a material fact, or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (yiii) subject since the Effective Date, no event has come to their attention that would be required to be set forth in an amendment or supplement to the performance of Registration Statement, the Placement Agent's obligations and Disclosure Package or the accuracy of the Placement Agent's representations and warranties hereunder, (1Prospectus which has not been so set forth; there has been no Issuer Free Writing Prospectus required to be filed under Rule 433(d) the Offering is exempt from the registration requirements of the 1933 Act Rules and Regulations that has not been so filed; and there has been no document required to be filed under the 1934 Act and the 1934 Act Rules and Regulations that upon such filing would be deemed to be incorporated by reference into the Disclosure Package or the Prospectus that has not been so filed; (iv) all representations and warranties made herein by the Company are true and correct at such Closing Date, with the same effect as if made on and as of such Closing Date, and all agreements herein to be performed or complied with by the Company on or prior to such Closing Date have been duly performed and complied with by the Company; (v) neither the Company nor any of its Subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in each of the Disclosure Package and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any material labor dispute or court or material governmental action, order or decree; (vi) except as disclosed in each of the Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement, each of the Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations, direct or contingent, other than in the ordinary course of business, or entered into any transactions not in the ordinary course of business, which in either case are material to the Company or such Subsidiary; and there has not been any change in the capital stock or material increase in the short-term debt or long-term debt of the Company or any applicable state "Blue Sky" law of its Subsidiaries or any material adverse change or any development involving or that may reasonably be expected to involve a prospective material adverse change, in the condition (2financial or other), net worth, business, affairs, management, prospects, results of operations or cash flow of the Company and its Subsidiaries taken as a whole; and there has been no dividend or distribution of any kind, paid or made by the Company on any class of its capital stock; and (vii) covering such other matters as the Investor is an Accredited InvestorPlacement Agent may reasonably request. (i) The Company shall have furnished to the Placement Agent at the Closing Date such further information, opinions, certificates, letters and documents as the Placement Agent may have reasonably requested. (j) The Shares shall have been approved for trading upon official notice of issuance on the NASDAQ Global Market. (k) The Placement Agent shall have received duly and validly executed letter agreements referred to in Section 4(o) hereof. (l) All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Placement Agent and to Xxxxxxxxxx Xxxxxxx PC, counsel for the Placement Agent. The Company will furnish the Placement Agent with such signed and conformed copies of such opinions, certificates, letters and documents as the Placement Agent may request. (m) If any of the conditions specified above in this Section 5 shall not have been satisfied at or prior to the Closing Date or waived by the Placement Agent in writing, this Agreement may be terminated by the Placement Agent on notice to the Company, whereupon the Company shall not issue or sell the Shares.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel4.01. Buyer, AFC, AHC, Eagle and Xxxxxx Conditions. The obligations of Buyer, AFC, AHC, Eagle and Xxxxxx under this Agreement are subject, at their option, to compliance by Seller, PFDC and PICD in all material respects with the Placement Agent hereunder shall covenants to be subject performed by Seller, PFDC and PICD, respectively, as set forth in Article III hereof, the contribution of the PICD PANS pursuant to Section 1.01 hereof, the delivery of Deep Seas LP Interest to Buyer pursuant to Section 1.02 hereof, and to the continuing accuracy satisfaction of the following conditions: (a) Each of Seller, PFDC and PICD shall have delivered a certificate to Buyer, dated as of the Closing Date, stating that the representations and warranties of the Company made by Seller, PFDC and the Investor herein PICD in Section 2.01 hereof are true and correct as of the date hereof Closing Date. (i) No action or proceeding shall have been instituted before a court or other governmental body by any person, governmental agency, or public authority to restrain or prohibit the transactions contemplated by this Agreement; and as (ii) no governmental agency shall have given notice to the effect that consummation of the Date transactions contemplated by this Agreement would constitute a violation of Closing any law or that it intends to commence proceedings to restrain consummation of the transactions contemplated hereby. (the "Closing Date"c) with respect Xxxxxx, AFC, AHC, Eagle and Buyer shall have received from Xx. Xxxx X. Messing, counsel to the Company or the InvestorSeller, as the case may bePFDC and PICD, as if it had been made on and as of such Closing Date; the accuracy on and an opinion dated as of the Closing Date in substantially the form of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and that attached hereto as of the Closing Date of its covenants and obligations hereunder and to the following further conditions:Exhibit A. A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be (d) All necessary consents (in form and substance reasonably satisfactory to Seller and Buyer) to the Investortransaction contemplated hereby required to have been obtained from the parties to the Ancillary Agreements, their counsel the Partnership Agreement and the Placement Agent. B. At or prior to the ClosingAmended and Restated Master Loan Restructuring Agreement ("ARMLRA") dated November 12, the Investor 1992 by and the Placement Agent among Deep Seas, Ltd., Texas Commerce Bank National Association, Federal Deposit Insurance Corporation, Chemical Bank and Xxxxxx (and any assignee thereof) shall have been furnished such documentsobtained and PICD shall have paid the reasonable fees and expenses of counsel to Chemical Bank, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to Agent, in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein containedconnection therewith. C. At and prior to (e) Simultaneous with the Closing, Closing hereunder (i) there Falcon, Ltd. shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; sold its assets to Xxxxxx Oceanics Pacific Ltd. and (ii) there Falcon, Ltd. shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of dissolved and distributed its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its termsthat certain Partnership Dissolution Agreement dated of even date herewith, or effective December 31, 1994. (yf) subject The Terminated Ancillary Agreements shall be terminated without liability to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorparties thereunder.