Common use of Conditions Precedent to Right to Deliver a Tranche Notice Clause in Contracts

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion), on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading Market, and to the Company’s knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as if made on such date (except for any representations and warranties that are expressly made as of a particular date, in which case such representations and warranties shall be true and correct as of such particular date), and no default shall have occurred under this Agreement, or any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than losses incurred in the ordinary course of business, there has been no Material Adverse Effect on the Company since the Commitment Closing; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreement, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) all previously-issued and issuable Common Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing on the Trading Market; (ix) Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any Commitment Fee Shares); (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the Warrant issued in connection with such Tranche; (xi) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (xii) for any Tranche Notice delivered after the earlier of (A) the first Tranche Closing, or (B) the six-month anniversary of the Effective Date, Investor shall have previously received the Commitment Fee.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion), on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to the Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading Market, and to the Company’s knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be are true and correct in all material respects as if made on such date (except for any representations and warranties that are expressly made as of a particular date, in which case such representations and warranties shall be true and correct as of such particular date), and no default shall have occurred under this Agreement, or any other agreement with Investor or Investor, any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than losses incurred in the ordinary course of business, there has been no Material Adverse Effect on the Company since the Commitment Closing; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, Agreement or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreementdelivered, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) all previously-issued and issuable Common Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing on the Trading Market; (ix) Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any Common Shares that may be issued to Investor in payment of the Commitment Fee SharesFee); (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the Warrant issued in connection with such Tranche; (xi) Company has provided notice of its delivery of the Tranche Notice to all signatories of a Lock-Up Agreement as required under the Lock-Up Agreement; and (xii) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the at that Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by the Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in the Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (xiixiii) for any Tranche Notice delivered after the earlier of (A) except with respect to the first Tranche Closing, or (B) the six-month anniversary of the Effective DateNotice, Investor shall have previously received the Commitment Fee.

Conditions Precedent to Right to Deliver a Tranche Notice. The right obligation of the Company Investor to deliver, from time to time or at any time, a Tranche Notice for an amount up to the Guaranteed Purchase, and its right to deliver a Tranche Notice for an amount up to the Voluntary Purchase less the Guaranteed Purchase, is subject to the satisfaction (or written waiver by Investor in its sole discretion)satisfaction, on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading Market, and to the Company’s knowledge Knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as if made on such date (except for any representations and warranties that are expressly made as of a particular date, in which case such representations and warranties shall be true and correct as of such particular date), and no default shall have occurred under this Agreement, or any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than losses incurred in the ordinary course of business, there has been no Material Adverse Effect on the Company since the Commitment Closing; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreement, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) all previously-issued and issuable Common Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing on the Trading Market;; and (ixvii) Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any Commitment Fee Shares); (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares conversion shares issuable upon exercise conversion of the Warrant Preferred Shares issued in connection with such Tranche; (xi) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (xii) for any Tranche Notice delivered after the earlier of (A) the first Tranche Closing, or (B) the six-month anniversary of the Effective Date, Investor shall have previously received the Commitment Fee.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company Investor to deliver deliver, from time to time or at any time, a Tranche Notice for an amount up to the Purchase Price is subject to the satisfaction (or written waiver by Investor in its sole discretion)satisfaction, on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading Market, and to the Company’s knowledge Knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as if made on such date (except for any representations and warranties that are expressly made as of a particular date, in which case such representations and warranties shall be true and correct as of such particular date), and no default shall have occurred under this Agreement, or any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than losses incurred in the ordinary course of business, there has been no Material Adverse Effect on the Company since the Commitment Closing; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreement, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) all previously-issued and issuable Common Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing on the Trading Market;; and (ixvii) Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any Commitment Fee Shares); (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares conversion shares issuable upon exercise conversion of the Warrant Preferred Shares issued in connection with such Tranche; (xi) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (xii) for any Tranche Notice delivered after the earlier of (A) the first Tranche Closing, or (B) the six-month anniversary of the Effective Date, Investor shall have previously received the Commitment Fee.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion), on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading MarketMarket and, and to the Company’s knowledge knowledge, there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Marketmarket or exchange; (ii) the representations and warranties of the Company set forth in this Agreement shall be are true and correct in all material respects as if made on such date (except for provided, however, that any representations information disclosed by the Company in any filing with the SEC after the Effective Date but prior to the date of the Tranche Notice shall be deemed to update the Disclosure Schedules and warranties that are expressly made as of a particular date, in which case modify such representations and warranties shall be true and correct as of such particular datewarranties), and no default shall have occurred under this Agreement, or any other agreement with Investor or Investor, any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than for losses incurred in the ordinary course of businessbusiness or disclosed in the Company’s SEC Reports, there has have been no Material Adverse Effect on material adverse changes in the Company Company’s business prospects or financial condition since the Commitment Closing, including but not limited to incurring material liabilities; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (v) except for possible restrictions on resale under applicable securities laws, there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or by any other of the Transaction DocumentDocuments, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Conversion Shares shall have been timely delivered at the times provided for in this Agreement, including all Warrant Shares issuable pursuant to any Exercise Conversion Notice properly delivered to or by the Company prior to the applicable Tranche Notice Closing Date; (vii) all previously-issued and issuable Common Conversion Shares delivered to Investor are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale, provided that the foregoing condition shall apply only after the six-month anniversary of issuance of the Preferred Shares that were converted into such Conversion Shares; (viii) other than as disclosed in the Company’s SEC Reports, Company is in compliance with all requirements in order to maintain its then-current listing on the its then current Trading Market; (ix) Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any Commitment Fee Shares); (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Conversion Shares issuable upon exercise conversion of the Warrant Preferred Shares issued in connection with such Tranche; (xix) the aggregate number of Warrant Conversion Shares issuable upon exercise conversion of the Warrant Preferred Shares issued on the at that Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by the Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise)Affiliates, would not result in the Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; (xi) Investor shall have received the Commitment Fee other than for the initial Tranche Notice Date; and (xii) for any Tranche Notice delivered after pursuant to the earlier of (A) the first Tranche Closing, or (B) the six-month anniversary terms of the Effective DateStock Loan Agreements, Investor shall have previously received Borrowed Shares equal to at least 135% of the Commitment FeeTranche Purchase Price and such Borrowed Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion)satisfaction, on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading Market, and to the Company’s knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Marketmarket or exchange; (ii) the representations and warranties of the Company set forth in this Agreement shall be are true and correct in all material respects as if made on such date (except for provided, however, that any representations and warranties that are expressly made as information disclosed by the Company in a filing with the SEC after the Effective Date but prior to the date of a particular date, in which case such representations and warranties the Tranche Notice shall be true and correct as of such particular datedeemed to update the Disclosure Schedules), and no material default shall have occurred under this Agreement, or any other agreement with Investor or Investor, any Affiliate of Investor, or any other Material AgreementAgreement (excluding the Company’s promissory notes of up to and including $250,000 total with any parties other than Investor or any Affiliate of Investor), and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than losses incurred in the ordinary course of business, there has have been no Material Adverse Effect on material adverse changes in the Company Company’s business prospects or financial condition since the Commitment Closing, including but not limited to incurring material liabilities; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or by any other of the Transaction DocumentDocuments, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Warrant Shares that were the subject of an Exercise Notice (as defined in the Warrant) that was previously delivered to the Company shall have been timely delivered at the times provided for in this Agreement, including all Warrant Shares issuable pursuant to any accordance with such Exercise Notice delivered to Company prior to the Tranche Notice DateNotice; (vii) all previously-issued and issuable Common Warrant Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (viii) Company is in material compliance with all reporting requirements to maintain its then-current listing on the Trading Market; (ix) Company has shall have a current, valid valid, and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation Warrant Shares, or all Warrant Shares issuable upon exercise such shares are, or within one year of the Warrant delivered in connection with such Tranche and any Commitment Fee Shares)Effective Date will become, Rule 144 Eligible; (x) Company has a sufficient number provided notice of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise delivery of the Warrant issued in connection with such TrancheTranche Notice to all signatories of a Lock-Up Agreement as required under the Lock-Up Agreement; (xi) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the at that Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by the Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in the Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (xii) for any Tranche Notice delivered after pursuant to the earlier of (A) the first Tranche Closing, or (B) the six-month anniversary terms of the Effective DateStock Loan Agreements, Investor shall have previously received Borrowed Shares, all of which will be issued in original certificated form, bearing no restrictive legend and will be accompanied by stock powers executed in blank with a medallion signature guarantee, and an amount of Borrowed Shares equal to at least 150% of the Commitment FeeTranche Purchase Price shall have been converted into electronic form into a DTC account designated by Investor by such Tranche Notice Date.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion), on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to the Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading Market, and to the Company’s knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as if made on such date (except for any representations and warranties that are expressly made as of a particular date, date in which case case, such representations and warranties shall be true and correct as of such particular date), and no material default shall have occurred under this Agreement, or any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than losses incurred in the ordinary course of business, there has been no Material Adverse Effect on the Company since the Commitment Closing; (iv) the Company is not, and will not be as a result of the applicable Tranche, in material default of this Agreement, Agreement or any other agreement with Investor or any Affiliate of Investor, Investor or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in by this Agreement, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) all previously-issued and issuable Common Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing on the Trading Market; (ix) Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any all Commitment Fee Shares); (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the Warrant issued in connection with such Tranche; (xi) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (xii) for any Investor shall have received the Commitment Fee, except with respect to those Tranche Notice delivered after the earlier of (A) the first Notices covering Tranche Closing, or (B) the six-month anniversary of the Effective DatePurchase Prices aggregating up to $5,000,000.00, Investor shall have previously received only 50% of the Commitment Fee, and Investor shall have received the balance of the Commitment Fee on the Tranche Closing Date upon which the aggregate Tranche Purchase Price for all purchased Tranche Shares to date (including shares to be issued on such Tranche Closing Date) equals at least $5,000,000.00.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion)satisfaction, on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently actively trading on the Trading Market, and to the Company’s knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Marketmarket or exchange; (ii) the representations and warranties of the Company set forth in this Agreement shall be are true and correct in all material respects as if made on such date (except for provided, however, that any representations and warranties that are expressly made as information disclosed by the Company in a filing with the SEC after the Effective Date but prior to the date of a particular date, in which case such representations and warranties the Tranche Notice shall be true and correct as of such particular datedeemed to update the Disclosure Schedules), and no material default shall have occurred under this Agreement, or any other agreement with Investor or Investor, any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than losses incurred in the ordinary course of business, there has have been no Material Adverse Effect on material adverse changes in the Company Company’s business prospects or financial condition since the Commitment Closing, including but not limited to incurring material liabilities; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or by any other of the Transaction DocumentDocuments, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at as required pursuant to the times provided for in this AgreementTransaction Documents, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) with respect to any Tranche Closing after a Registration Statement is declared effective or more than six months after the Effective Date, all previously-issued and issuable Common Shares are DWAC DTC Shares, are DTC eligible, and can be immediately have been converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing on the Trading Market; (ix) Company has with respect to any Tranche Closing after a Registration Statement is declared effective or more than six months after the Effective Date, either (a) such Registration Statement is current, valid and effective Registration Statement permitting and permits the lawful resale of all previously-issued and issuable Common Shares (including without limitation all then-exercisable Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any Commitment Fee Shares)or (b) Investor shall have Borrowed Shares pursuant to the terms of the Stock Loan Agreements equal to at least 135% of the Tranche Purchase Price; (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the Warrant issued in connection with such Tranche; (xi) Company has provided notice of its delivery of the Tranche Notice to all signatories of a Lock-Up Agreement as required under the Lock-Up Agreement; (xii) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the at that Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by the Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise)Affiliates, would not result in the Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (xiixiii) for with respect to any Tranche Notice delivered after the earlier of (A) the first Tranche Closing, or (B) the six-month anniversary of the Effective DateClosing before a Registration Statement is declared effective, Investor shall have previously received Borrowed Shares pursuant to the Commitment Feeterms of the Stock Loan Agreements equal to at least 135% of the Tranche Purchase Price.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion), on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading Market, and to the Company’s knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as if made on such date (except for any representations and warranties that are expressly made as of a particular date, in which case such representations and warranties shall be true and correct as of such particular date), and no default shall have occurred under this Agreement, or any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than losses incurred in the ordinary course of business, there has been no Material Adverse Effect on the Company since the Commitment Closing; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreement, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) all previously-issued and issuable Common Warrant Shares and (except with respect to the first Tranche Closing) all previously issued and issuable Commitment Fee Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing on the Trading Market; (ix) Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any Commitment Fee Shares); (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the Warrant issued in connection with such Tranche; (xi) Company has provided notice of its delivery of the Tranche Notice to all signatories of a Lock-Up Agreement as required under the Lock-Up Agreement; (xii) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (xiixiii) for any Tranche Notice delivered after the earlier of (A) the first Tranche Closing, or (B) the six-month anniversary of the Effective Date, Investor shall have previously received the Commitment Fee.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion)satisfaction, on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently actively trading on the Trading Market, and to the Company’s knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Marketmarket or exchange; (ii) the representations and warranties of the Company set forth in this Agreement shall be are true and correct in all material respects as if made on such date (except for provided, however, that any representations and warranties that are expressly made as information disclosed by the Company in a filing with the SEC after the Effective Date but prior to the date of a particular date, in which case such representations and warranties the Tranche Notice shall be true and correct as of such particular datedeemed to update the Disclosure Schedules), and no default shall have occurred under this Agreement, or any other agreement with Investor or Investor, any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than losses incurred in the ordinary course of business, there has have been no Material Adverse Effect on material adverse changes in the Company Company’s business prospects or financial condition since the Commitment Closing, including but not limited to incurring material liabilities; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or by any other of the Transaction DocumentDocuments, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreementdelivered, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) all previously-issued and issuable Common Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale, provided that the foregoing condition shall apply only to Tranche Notices delivered after the earlier of (A) six months from the Effective Date, or (B) the date that the Registration Statement is declared effective; (viii) Company is in compliance with all requirements to maintain its then-current listing on the Trading Market; (ix) Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation and all Warrant Shares issuable upon exercise of the Warrant delivered issued in connection with such Tranche, provided that the foregoing condition shall apply only to Tranche and any Commitment Fee Shares)Notices delivered after the earlier of (A) six months from the Effective Date, or (B) the date that the Registration Statement is declared effective; (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the Warrant issued in connection with such Tranche; (xi) Company has provided notice of its delivery of the Tranche Notice to all signatories of a Lock-Up Agreement as required under the Lock-Up Agreement; (xii) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the at that Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by the Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise)Affiliates, would not result in the Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (xiixiii) for any Tranche Notice delivered after pursuant to the earlier of (A) the first Tranche Closing, or (B) the six-month anniversary terms of the Effective DateStock Loan Agreements, Investor shall have previously received Borrowed Shares equal to at least 150% of the Commitment FeeTranche Purchase Price.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion)satisfaction, on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading or quoted on the Trading Market, and to the Company’s knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as if made on such date (except for provided, however, that any information disclosed by the Company in a filing with the SEC prior to the Tranche Notice Date shall be deemed to update the Disclosure Schedules and modify the representations and warranties that are expressly made as of a particular date, in which case such representations and warranties shall be true and correct as of such particular datewarranties), and no default shall have occurred under this Agreement, or any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver to Investor an Officer’s Closing Certificate to such effect to Investor, signed by an authorized officer of the Company, certifying as to the foregoing; (iii) other than losses incurred in the ordinary course of business, there has been no Material Adverse Effect on the Company since the Commitment Closing; (iv) following any applicable notice and opportunity to cure, the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with between the Company and Investor or any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver to Investor an Officer’s Closing Certificate, signed by an authorized officer of the Company, certifying as to the foregoing; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this AgreementAgreement or any other Transaction Document; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, Agreement or any other Transaction Document; and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person Person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreement, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to the Company prior to the Tranche Notice Date, all Investment Right Shares issuable pursuant to any Additional Investment Right Exercise Notice delivered to Company prior to the Tranche Notice Date, and all Conversion Shares issuable upon authorization of the Preferred Shares; (vii) for any Tranche Notice delivered after the earliest of (A) the six-month anniversary of the Effective Date, or (B) the date the Registration Statement is declared effective, all previously-issued and issuable Common Warrant Shares, Commitment Fee Shares, and Investment Right Shares (X) are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale, or (Y) if the Company is not then DWAC eligible, have been issued to Investor in original certificated form bearing no restrictive legend and have been previously converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing the Common Stock shall not be listed or quoted on the Trading MarketPink Sheets; (ix) the Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any previous Tranche, all Investment Right Shares issuable upon exercise of any Additional Investment Right Exercise Notice delivered in connection with such Tranche, and any Commitment Fee Shares); (x) the Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any other outstanding agreements with between the Company and Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the Warrant issued in connection with such Tranche and any previous Tranche, and all Investment Right Shares issuable upon exercise of any Additional Investment Right Exercise Notice delivered in connection with such Tranche and any previous Tranche; (xi) the Company has provided notice of its delivery of the Tranche Notice to all signatories of a Lock-Up Agreement as required under the Lock-Up Agreement; (xii) the aggregate number of Warrant Shares and Investment Right Shares issuable upon exercise of the Warrant issued and Additional Investment Right, respectively, that are issuable on the Tranche Notice Date, when aggregated with all other shares of Common Stock then owned or deemed beneficially owned by Investor and its Affiliates including without limitation Warrant Shares, Investment Right Shares and Commitment Fee Shares (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in Investor owning or being deemed to beneficially own more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as with such ownership percentage determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; (xiii) the Warrant Shares issuable upon exercise of the portion of the Warrant that vests on the Tranche Notice Date and the Investment Right Shares issuable upon exercise of the Additional Investment Right that vests on the Tranche Notice Date have an exercise price per share equal to no less than the book value per share of the Common Stock on the Tranche Notice Date; and (xiixiv) for any all Tranche Notice Notices delivered after the earlier of (A) date that the Commitment Fee first Tranche Closing, or (B) the six-month anniversary of the Effective Datebecomes payable, Investor shall have previously received the Commitment FeeFee in full.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion), on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading Market, and to the Company’s knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be are true and correct in all material respects as if made on such date (except for provided, however, that any representations information disclosed by the Company in any filing with the SEC after the Effective Date but prior to the date of the Tranche Notice shall be deemed to update the Disclosure Schedules and warranties that are expressly made as of a particular date, in which case modify such representations and warranties shall be true and correct as of such particular datewarranties), and no default shall have occurred under this Agreement, or any other agreement with Investor or Investor, any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iiiii) other than for losses incurred in the ordinary course of businessbusiness or disclosed in the Company’s SEC Reports, there has have been no Material Adverse Effect on material adverse changes in the Company Company’s business prospects or financial condition since the Commitment Closing, including but not limited to incurring material liabilities; (iviii) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (viv) except for possible restrictions on resale under applicable securities laws, there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or by any other of the Transaction DocumentDocuments, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (viv) all Common Shares shall have been timely delivered at other than as disclosed in the times provided for in this AgreementCompany’s SEC Reports, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) all previously-issued and issuable Common Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements in order to maintain its then-current listing on the its then current Trading Market; (ixvi) Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any Commitment Fee Shares); (x) Company has a sufficient number of duly authorized shares of Common Stock Preferred Shares reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the Warrant issued in connection with such Tranche; (xi) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (xiivii) for any Tranche Notice delivered after the earlier of (A) the first Tranche Closing, Closing or (B) the six-month anniversary of the Effective Date, Investor shall have previously received the entire Commitment FeeFee in cash.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company Investor to deliver deliver, from time to time or at any time, a Tranche Notice for an amount up to the Purchase Price is subject to the satisfaction (or written waiver by Investor in its sole discretion)satisfaction, on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading Market, and to the Company’s knowledge Knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as if made on such date (except for any representations and warranties that are expressly made as of a particular date, in which case such representations and warranties shall be true and correct as of such particular date), and no default shall have occurred under this Agreement, or any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than losses incurred in the ordinary course of business, there has been no Material Adverse Effect on the Company since the Commitment Closing; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreement, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) all previously-issued and issuable Common Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing on the Trading Market;; and (ixvii) Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any Commitment Fee Shares); (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares conversion shares issuable upon exercise conversion of the Warrant Preferred Shares issued in connection with such Tranche; (xi) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (xii) for any Tranche Notice delivered after the earlier of (A) the first Tranche Closing, or (B) the six-month anniversary of the Effective Date, Investor shall have previously received the Commitment Fee.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion), on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading MarketMarket and, and to the Company’s knowledge knowledge, there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Marketmarket or exchange; (ii) the representations and warranties of the Company set forth in this Agreement shall be are true and correct in all material respects as if made on such date (except for provided, however, that any representations information disclosed by the Company in any filing with the SEC after the Effective Date but prior to the date of the Tranche Notice shall be deemed to update the Disclosure Schedules and warranties that are expressly made as of a particular date, in which case modify such representations and warranties shall be true and correct as of such particular datewarranties), and no default shall have occurred under this Agreement, or any other agreement with Investor or Investor, any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than for losses incurred in the ordinary course of businessbusiness or disclosed in the Company’s SEC Reports, there has have been no Material Adverse Effect on material adverse changes in the Company Company’s business prospects or financial condition since the Commitment Closing, including but not limited to incurring material liabilities; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (v) except for possible restrictions on resale under applicable securities laws, there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or by any other of the Transaction DocumentDocuments, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreement, including without limitation (A) all Warrant Shares issuable pursuant to any Warrant Exercise Notice delivered to Company prior to the Tranche Notice Date; (B) all Investment Shares issuable prior to the Tranche Notice Date; (vii) all previously-issued and issuable Common Warrant Shares and Investment Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (viii) other than as disclosed in the Company’s SEC Reports, Company is in compliance with all requirements in order to maintain its then-current listing on the its then current Trading Market; (ix) Company has a current, valid and effective the Registration Statement permitting the lawful resale issuance of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche is current, valid and any Commitment Fee Shares)effective; (x) the Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the Warrant issued in connection with such Tranche and all Investment Shares issuable in connection with such Tranche; (xi) the Company has provided notice of its delivery of the Tranche Notice to all signatories of a Lock-Up Agreement as required under the Lock-Up Agreement; (xii) the Company shall have delivered to Investor a Preferred Tranche Notice for the Preferred Tranche Amount; and (xiii) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by Investor and its Affiliates including without limitation Investment Shares (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (xii) for any Tranche Notice delivered after the earlier of (A) the first Tranche Closing, or (B) the six-month anniversary of the Effective Date, Investor shall have previously received the Commitment Fee.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion), on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading MarketMarket and, and to the Company’s knowledge knowledge, there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Marketmarket or exchange; (ii) the representations and warranties of the Company set forth in this Agreement shall be are true and correct in all material respects as if made on such date (except for provided, however, that any representations information disclosed by the Company in any filing with the SEC after the Effective Date but prior to the date of the Tranche Notice shall be deemed to update the Disclosure Schedules and warranties that are expressly made as of a particular date, in which case modify such representations and warranties shall be true and correct as of such particular datewarranties), and no default shall have occurred under this Agreement, or any other agreement with Investor or Investor, any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than for losses incurred in the ordinary course of businessbusiness or disclosed in the Company’s SEC Reports, there has have been no Material Adverse Effect on material adverse changes in the Company Company’s business prospects or financial condition since the Commitment Closing, including but not limited to incurring material liabilities; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (v) except for possible restrictions on resale under applicable securities laws, there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or by any other of the Transaction DocumentDocuments, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Conversion Shares shall have been timely delivered at the times provided for in this Agreement, including all Warrant Shares issuable pursuant to any Exercise Conversion Notice properly delivered to or by the Company prior to the applicable Tranche Notice Closing Date; (vii) all previously-issued and issuable Common Conversion Shares delivered to Investor are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale, provided that the foregoing condition shall apply only after the six-month anniversary of issuance of the Preferred Shares that were converted into such Conversion Shares; (viii) other than as disclosed in the Company’s SEC Reports, Company is in compliance with all requirements in order to maintain its then-current listing on the its then current Trading Market; (ix) Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any Commitment Fee Shares); (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Conversion Shares issuable upon exercise conversion of the Warrant Preferred Shares issued in connection with such Tranche; (xix) the aggregate number of Warrant Conversion Shares issuable upon exercise conversion of the Warrant Preferred Shares issued on the at that Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by the Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise)Affiliates, would not result in the Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (xiixi) for any Tranche Notice delivered after pursuant to the earlier of (A) the first Tranche Closing, or (B) the six-month anniversary terms of the Effective DateStock Loan Agreements, Investor shall have previously received Borrowed Shares equal to at least 135% of the Commitment FeeTranche Purchase Price and such Borrowed Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion)satisfaction, on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading Market, and to the Company’s knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as if made on such date (except for any representations and warranties that are expressly made as of a particular date, in which case such representations and warranties shall be true and correct as of such particular date), and no default shall have occurred under this Agreement, or any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, dated as of the Closing and signed by an officer of the Company; (iii) other than losses incurred in the ordinary course of business, there has been no Material Adverse Effect on the Company since the Commitment ClosingClosing except as set forth in Section 4.1(aa) hereof; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreement, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) all previously-issued and issuable Common Warrant Shares and (except with respect to the first Tranche Closing) all previously issued and issuable Commitment Fee Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing on the Trading Market; (ix) the Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and or any Commitment Fee Shares)previous Tranche; (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the Warrant issued in connection with such Tranche; (xi) Company has provided notice of its delivery of the Tranche Notice to all signatories of a Lock-Up Agreement as required under the Lock-Up Agreements; (xii) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise)Documents, would not result in Investor owning more than 9.99% of all Common Stock outstanding on and/or its Affiliates exceeding the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderInvestor Ownership Limit; and (xiixiii) for any Tranche Notice delivered after the earlier earliest of (A) the first Tranche Closing, or (B) the six-month anniversary of the Original Effective Date, or (C) the date the Registration Statement is declared effective by the SEC, Investor shall have previously received the Commitment Fee.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of --------------------------------------------------------- the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion), on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading Market, and to the Company’s 's knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as if made on such date (except for any representations and warranties that are expressly made as of a particular date, in which case such representations and warranties shall be true and correct as of such particular date), and no default shall have occurred under this Agreement, or any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s 's Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than losses incurred in the ordinary course of business, there has been no Material Adverse Effect on the Company since the Commitment ClosingClosing except as set forth in Section 4.1(aa) hereof; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s 's knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreement, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) all previously-issued and issuable Common Warrant Shares and (except with respect to the first Tranche Closing) all previously issued and issuable Commitment Fee Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing on the Trading Market; (ix) the Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any Commitment Fee Shares); (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the Warrant issued in connection with such Tranche; (xi) Company has provided notice of its delivery of the Tranche Notice to all signatories of a Lock-Up Agreement as required under the Lock-Up Agreement; (xii) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (xiixiii) for any Tranche Notice delivered after the earlier earliest of (A) the first Tranche Closing, or (B) the six-month anniversary of the Effective Date, or (C) the date the Registration Statement is declared effective by the SEC, Investor shall have previously received the Commitment Fee.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion), on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading Market, and to the Company’s knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as if made on such date (except for any representations and warranties that are expressly made as of a particular date, in which case such representations and warranties shall be true and correct as of such particular date), and no default shall have occurred under this Agreement, or any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than losses incurred in the ordinary course of business, there has been no Material Adverse Effect on the Company since the Commitment Closing; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreement, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) all previously-issued and issuable Common Warrant Shares and all previously issued and issuable Commitment Fee Shares (A) are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale, or (B) if the Company is not DWAC eligible, have been issued to Investor in original certificated form bearing no restrictive legend and have been previously converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing on the Trading Market; (ix) Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any Commitment Fee Shares); (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the Warrant issued in connection with such Tranche; (xi) Company has provided notice of its delivery of the Tranche Notice to all signatories of a Lock-Up Agreement as required under the Lock-Up Agreement; (xii) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (xiixiii) for any Tranche Notice delivered after the earlier earliest of (A) the first Tranche Closing, or (B) the six-month anniversary of the Effective Date, or (C) the date the Registration Statement is declared effective by the SEC, Investor shall have previously received the Commitment Fee.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion), on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to the Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading Market, and to the Company’s knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be are true and correct in all material respects as if made on such date (except for any representations and warranties that are expressly made as of a particular date, in which case such representations and warranties shall be true and correct as of such particular date), and no default shall have occurred under this Agreement, Agreement or any other agreement with Investor or any Affiliate of Investor, Investor or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than losses incurred in the ordinary course of business, there has been no Material Adverse Effect on the Company since the Commitment Closing; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, Agreement or any other agreement with Investor or any Affiliate of Investor, Investor or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreementdelivered, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) all previously-issued and issuable Common Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing on the Trading Market; (ix) Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation and all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any Commitment Fee Shares)Tranche; (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the Warrant issued in connection with such Tranche; (xi) Company has provided notice of its delivery of the Tranche Notice to all signatories of a Lock-Up Agreement as required under any Lock-Up Agreement; (xii) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by the Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in the Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (xiixiii) for any Tranche Notice delivered after if due and payable pursuant to the earlier definition of (A) the first Tranche Closing, or (B) the six-month anniversary of the Effective Date“Commitment Fee” in ARTICLE 1 hereof, Investor shall have previously received the Commitment Fee.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion), on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading MarketMarket and, and to the Company’s knowledge knowledge, there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Marketmarket or exchange; (ii) the representations and warranties of the Company set forth in this Agreement shall be are true and correct in all material respects as if made on such date (except for provided, however, that any representations information disclosed by the Company in any filing with the SEC after the Effective Date but prior to the date of the Tranche Notice shall be deemed to update the Disclosure Schedules and warranties that are expressly made as of a particular date, in which case modify such representations and warranties shall be true and correct as of such particular datewarranties), and no default shall have occurred under this Agreement, or any other agreement with Investor Investor, or any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than for losses incurred in the ordinary course of businessbusiness or disclosed in the Company’s SEC Reports, there has have been no Material Adverse Effect on material adverse changes in the Company Company’s financial condition since the Commitment Closing, including but not limited to incurring material liabilities; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material AgreementAgreement which default would be reasonably likely to have a Material Adverse Effect; (v) except for possible restrictions on resale under applicable securities laws, there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or by any other of the Transaction DocumentDocuments, or requiring any consent or approval which shall not have been obtained, nor to the Company’s knowledge is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Conversion Shares shall have been timely delivered at the times provided for in this Agreement, including all Warrant Shares issuable pursuant to any Exercise Conversion Notice properly delivered to or by the Company prior to the applicable Tranche Notice Closing Date; (vii) all previously-issued and issuable Common Conversion Shares delivered to Investor are DWAC DTC Shares or are eligible to be DTC Shares, are DTC eligible, and can be immediately have been converted into electronic form without restriction on resaleresale (unless Investor has elected to receive certificated Conversion Shares), provided that the foregoing condition shall apply only after the six-month anniversary of issuance of the Debentures or Preferred Shares that were converted into such Conversion Shares; (viii) Company is in compliance with all requirements in order to maintain its then-current listing on the its then current Trading Market; (ix) Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any Commitment Fee Shares); (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Conversion Shares issuable upon exercise conversion of the Warrant Debentures or Preferred Shares issued in connection with such Tranche; (xix) the aggregate number of Warrant Conversion Shares issuable upon exercise conversion of the Warrant Debentures or Preferred Shares issued on the at that Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by the Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise)Affiliates, would not result in the Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and; (xiixi) for any other than with respect to the initial Tranche Notice delivered after the earlier of (A) the first Tranche Closing, or (B) the six-month anniversary of the Effective Date, Investor shall have previously received the Commitment Fee; (xii) pursuant to the terms of the Stock Loan Agreements, Investor shall have received Borrowed Shares equal to at least the Commitment Fee and 150% of the Tranche Purchase Price, and such Borrowed Shares are DTC Shares, in electronic form, without restriction on resale; and (xiii) Company has provided notice of its delivery of the Tranche Notice to all signatories of a Lock-Up Agreement as required under the Lock-Up Agreement.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion), on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading Market, and to the Company’s knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as if made on such date (except for any representations and warranties that are expressly made as of a particular date, in which case such representations and warranties shall be true and correct as of such particular date), and no default shall have occurred under this Agreement, or any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than losses incurred in the ordinary course of business, there has been no Material Adverse Effect on the Company since the Commitment Closing; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreement, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) all previously-issued and issuable Common Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing on the Trading Market; (ix) Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any Commitment Fee Shares); (xviii) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the Warrant issued in connection with such Tranche; (xiix) the aggregate number Company has provided notice of Warrant Shares issuable upon exercise its delivery of the Warrant issued on the Tranche Notice Date, when aggregated with to all other shares signatories of Common Stock deemed beneficially owned by Investor and its Affiliates (whether acquired in connection with a Lock-Up Agreement as required under the transactions contemplated by the Transaction Documents or otherwise), would not result in Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; andLock-Up Agreement; (xiix) for any Tranche Notice delivered after the earlier of (A) the first Tranche Closing, or (B) the sixone-month anniversary of the Effective Date, Investor shall have previously received the Commitment Fee.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion)satisfaction, on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading or quoted on the Trading Market, and to the Company’s knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as if made on such date (except for provided, however, that any information disclosed by the Company in a filing with the SEC prior to the Tranche Notice Date shall be deemed to update the Disclosure Schedules and modify the representations and warranties that are expressly made as of a particular date, in which case such representations and warranties shall be true and correct as of such particular datewarranties), and no default shall have occurred under this Agreement, or any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver to Investor an Officer’s Closing Certificate to such effect to Investor, signed by an authorized officer of the Company, certifying as to the foregoing; (iii) other than losses incurred in the ordinary course of business, there has been no Material Adverse Effect on the Company since the Commitment Closing; (iv) following any applicable notice and opportunity to cure, the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with between the Company and Investor or any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver to Investor an Officer’s Closing Certificate, signed by an authorized officer of the Company, certifying as to the foregoing; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this AgreementAgreement or any other Transaction Document; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, Agreement or any other Transaction Document; and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person Person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreement, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to the Company prior to the Tranche Notice Date, all Investment Shares issuable pursuant to any Additional Investment Exercise Notice delivered to Company prior to the Tranche Notice Date, and all Conversion Shares issuable upon authorization of the Preferred Shares; (vii) for any Tranche Notice delivered after the earliest of (A) the six-month anniversary of the Effective Date, or (B) the date the Registration Statement is declared effective, all previously-issued and issuable Common Warrant Shares, Commitment Fee Shares, and Investment Shares (X) are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale, or (Y) if the Company is not then DWAC eligible, have been issued to Investor in original certificated form bearing no restrictive legend and have been previously converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing the Common Stock shall not be listed or quoted on the Trading MarketPink Sheets; (ix) the Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any previous Tranche, all Investment Shares issuable upon exercise of any Additional Investment Exercise Notice delivered in connection with such Tranche, and any Commitment Fee Shares); (x) the Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any other outstanding agreements with between the Company and Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the Warrant issued in connection with such Tranche and any previous Tranche, and all Investment Shares issuable upon exercise of any Additional Investment Exercise Notice delivered in connection with such Tranche and any previous Tranche; (xi) the Company has provided notice of its delivery of the Tranche Notice to all signatories of a Lock-Up Agreement as required under the Lock-Up Agreement; (xii) the aggregate number of Warrant Shares and Investment Shares issuable upon exercise of the Warrant issued and Additional Investment, respectively, that are issuable on the Tranche Notice Date, when aggregated with all other shares of Common Stock then owned or deemed beneficially owned by Investor and its Affiliates including without limitation Warrant Shares, Investment Shares and Commitment Fee Shares (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in Investor owning or being deemed to beneficially own more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as with such ownership percentage determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; (xiii) the Warrant Shares issuable upon exercise of the portion of the Warrant that vests and is automatically exercised on the Tranche Notice Date and the Investment Shares issuable upon exercise of the Additional Investment that vests and is automatically exercised on the Tranche Notice Date have an exercise price per share equal to no less than the book value per share of the Common Stock on the Tranche Notice Date; and (xiixiv) for any all Tranche Notice Notices delivered after the earlier of (A) date that the Commitment Fee first Tranche Closing, or (B) the six-month anniversary of the Effective Datebecomes payable, Investor shall have previously received the Commitment FeeFee in full.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion), on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading Market, and to the Company’s knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as if made on such date (except for any representations and warranties that are expressly made as of a particular date, in which case such representations and warranties shall be true and correct as of such particular date), and no default shall have occurred under this Agreement, or any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than losses incurred in the ordinary course of business, there has been no Material Adverse Effect on the Company since the Commitment Closing; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreement, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) all previously-issued and issuable Common Warrant Shares and (except with respect to the first Tranche Closing) all previously issued and issuable Commitment Fee Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing on the Trading Market; (ix) Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any Commitment Fee Shares); (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the Warrant issued in connection with such Tranche; (xi) Company has provided notice of its delivery of the Tranche Notice to all signatories of a Lock-Up Agreement as required under the Lock-Up Agreement; (xii) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the Tranche Notice Date, when aggregated with all other shares of Common Stock deemed beneficially owned by Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in Investor owning more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; and (xiixiii) for any Tranche Notice delivered after the earlier earliest of (A) the first Tranche Closing, or (B) the six-month anniversary of the Effective Date, or (C) the date the Registration Statement is declared effective by the SEC, Investor shall have previously received the Commitment Fee.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion), on the date of delivery of such Tranche Notice, of each of the following conditions: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to Investor in payment of the Commitment Fee) shall be listed for and currently trading or quoted on the Trading Market, and to the Company’s knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as if made on such date (except for any representations and warranties that are expressly made as of a particular date, in which case such representations and warranties shall be true and correct as of such particular date), and no default shall have occurred under this Agreement, or any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iii) other than losses incurred in the ordinary course of business, there has been no Material Adverse Effect on the Company since the Commitment Closing; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreement, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) for any Tranche Notice delivered after the earliest of (A) the six-month anniversary of the Effective Date, or (B) the date the Registration Statement is declared effective by the SEC, except as otherwise expressly set forth herein, all previously-issued and issuable Common Warrant Shares and all previously issued and issuable Commitment Fee Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing or quotation on the Trading Market; (ix) either (A) the Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Warrant delivered in connection with such Tranche and any Commitment Fee Shares) or (B) for Tranche Notices delivered prior to the date the Registration Statement is declared effective by the SEC, Investor shall have entered into Stock Loan Agreements with lending stockholders of the Company who are parties thereto (each, a “Lending Stockholder,” and, collectively, the “Lending Stockholders”) in the form attached hereto as Exhibit H (each, a “Stock Loan Agreement”), pursuant to which Investor shall have received Borrowed Shares (as defined therein) equal to at least 135% of the Tranche Purchase Price that are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the Warrant issued in connection with such Tranche; (xi) Company has provided notice of its delivery of the Tranche Notice to all signatories of a Lock-Up Agreement as required under the Lock-Up Agreement; (xii) the aggregate number of Warrant Shares issuable upon exercise of the Warrant issued on the Tranche Notice Date, when aggregated with all other shares of Common Stock owned or deemed beneficially owned by Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in Investor owning or being deemed to beneficially own more than 9.99% of all Common Stock outstanding on the Tranche Notice Date, as with such ownership percentage determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderthereunder (the “Investor Ownership Limit”); and (xiixiii) for any Tranche Notice delivered after the earlier earliest of (A) the first Tranche Closing, or (B) the six-month anniversary of the Effective Date, or (C) the date the Registration Statement is declared effective by the SEC, Investor shall have previously received the Commitment Fee.

Conditions Precedent to Right to Deliver a Tranche Notice. The right of the Company to deliver a Tranche Notice is subject to the satisfaction (or written waiver by Investor in its sole discretion)satisfaction, on the date of delivery of such Tranche Notice, of each of the following conditions, and the Company shall certify to Investor in the Tranche Notice that each such condition precedent has been satisfied: (i) the Common Stock (including without limitation any shares of Common Stock that may be issued to the Investor in payment of the Commitment Fee) shall be listed for and currently trading on the Trading Market, and to the Company’s knowledge there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; (ii) the representations and warranties of the Company set forth in this Agreement shall be are true and correct in all material respects as if made on such date (except for any representations and warranties that are expressly made as of a particular date, in which case such representations and warranties shall be true and correct as of such particular date), and no default shall have occurred under this Agreement, or any other agreement with Investor or Investor, any Affiliate of Investor, or any other Material Agreement, and the Company shall deliver an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company;, (iii) other than losses incurred in the ordinary course of business, there has been no Material Adverse Effect on the Company since the Commitment Closing; (iv) the Company is not, and will not be as a result of the applicable Tranche, in default of this Agreement, any other agreement with Investor or any Affiliate of Investor, Agreement or any other Material Agreement; (v) there is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other Transaction Document, or requiring any consent or approval which shall not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings shall be in progress, pending or, to the Company’s knowledge threatened, by any person (other than Investor or any Affiliate of Investor), that seek to enjoin or prohibit the transactions contemplated by this Agreement; (vi) all Common Shares shall have been timely delivered at the times provided for in this Agreementdelivered, including all Warrant Shares issuable pursuant to any Exercise Notice delivered to Company prior to the Tranche Notice Date; (vii) all previously-issued and issuable Common Shares are DWAC Shares, are DTC eligible, and can be immediately converted into electronic form without restriction on resale; (viii) Company is in compliance with all requirements to maintain its then-current listing on the Trading Market; (ix) Company has a current, valid and effective Registration Statement permitting the lawful resale of all previously-issued and issuable Common Shares (including without limitation all Warrant Shares issuable upon exercise of the Initial Warrant delivered and the portion of the Warrant vesting in connection with such Tranche Tranche, all Initial Investment Shares, all Additional Investment Shares issuable upon exercise of the Additional Investment Right vesting in connection with such Tranche, and any Common Shares that may be issued to Investor in payment of the Commitment Fee SharesFee); (x) Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be required to fulfill its obligations pursuant to the Transaction Documents and any outstanding agreements with Investor and any Affiliate of Investor, including without limitation all Warrant Shares issuable upon exercise of the portion of the Warrant issued vesting in connection with such Tranche and all Additional Investment Shares issuable upon exercise of the Additional Investment Right in connection with such Tranche; (xi) Company has provided fully-executed copies of the Lock-Up Agreements to Investor, has given notice of its delivery of the Tranche Notice to all signatories of a Lock-Up Agreement as required under the Lock-Up Agreement, and has provided to Investor copies of such notices along with written acknowledgments of compliance from each signatory; and (xii) the aggregate number of Warrant Shares and Additional Investment Shares issuable upon exercise of the portion of the Warrant issued on the vesting at that Tranche Notice DateDate and upon exercise of the Additional Investment Right in connection with such Tranche, when aggregated with all other shares of Common Stock deemed beneficially owned by the Investor and its Affiliates (whether acquired in connection with the transactions contemplated by the Transaction Documents or otherwise), would not result in the Investor owning more than 9.99% of all Common Stock outstanding on exceeding the Tranche Notice Date, as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderInvestor Ownership Limit; and (xiixiii) for any Tranche Notice delivered after the earlier of (A) except with respect to the first Tranche Closing, or (B) the six-month anniversary of the Effective DateNotice, Investor shall have previously received the Commitment Fee.