Common use of CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL Clause in Contracts

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units to a Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer shall have executed the Transaction Documents that require the Buyer’s execution, and delivered them to the Company. 8.2 The Buyer shall have paid the Buyer’s Purchase Price to the Company, which payment may be made by the release of the Buyer’s Purchase Price from escrow in accordance with the Escrow Agreement. 8.3 The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the Units. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Shares to a Buyer each Investor at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer Each Investor shall have executed this Agreement and the Transaction Documents that require the Buyer’s executionRegistration Rights Agreement, and delivered them it to the Company. 8.2 The Buyer Each Investor shall acknowledge that it has read the definition of non-U.S. persons set forth in Exhibit B and hereby represents that it is a non-U.S. person. 8.3 Each Investor shall have paid the Buyer’s Purchase Price to the Company, which payment may be made by the release of the Buyer’s Purchase Price from escrow Company in accordance with the Escrow Agreementterms and conditions set forth in Section 4.3 above. 8.3 The Buyer8.4 Each Investor’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer each Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer each Investor at or prior to the applicable Closing Date. 8.4 8.5 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsShares, including the Schedule 6.8 Consents. 8.5 8.6 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Notes to a Buyer at the each Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 7.1 The Buyer shall have executed the Transaction Offering Documents that require the Buyer’s execution, and delivered them to the Company. 8.2 7.2 The Buyer shall have paid the Buyer’s Purchase Price which has been placed into the Company account, which payment will be released to the Company, which payment may be made by net of agreed upon payments to third parties, upon the release joint written instructions of the Buyer’s Purchase Price from escrow in accordance with Company and the Escrow AgreementPlacement Agent. 8.3 7.3 The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the Units. 8.5 7.4 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Offering Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 7.5 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Shares to a Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer shall have executed the Transaction Documents that require the Buyer’s execution, and delivered them to the Company. 8.2 The Buyer shall have paid the Buyer’s Purchase Price to the CompanyEscrow Agent, which payment may will be made by released from escrow to the release Company, upon the joint written instructions of the Buyer’s Purchase Price from escrow Company and the Placement Agent in accordance with the Escrow Agreement, by cancellation or conversion of indebtedness of the Company to such Buyer (including interest), or by any combination of such methods. 8.3 The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the Units. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 8.5 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 8.6 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company 8.7 Other than with respect to the Initial Closing (with respect to which this Section 8.7 shall not apply), at least twenty (20) days shall have received elapsed from the Minimum Purchase Proceedsdate the Company first transmits the Information Statement to holders of Common Stock.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Shares to a Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer shall have executed the Transaction Documents that require the Buyer’s execution, and delivered them to the Company. 8.2 The Buyer shall have paid the Buyer’s Purchase Price to the Company, which payment may shall be made by wire transfer of immediately available U.S. funds to an account designated by the release of the Buyer’s Purchase Price from escrow Company and in accordance with wire transfer instructions provided by the Escrow AgreementCompany. 8.3 The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all other governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsShares to the Buyer. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds. 8.9 Solely with respect to the Company’s sale to Murata of the Shares to be acquired by it hereunder, (i) the Commercial Agreement shall have been entered into and shall be in full force and effect and (ii) either (a) the CFIUS Condition shall have been satisfied, or (b) the Company and Murata shall have determined in good faith that a Joint Voluntary Notice is neither required nor warranted for the Contemplated Transactions, and the Company shall have provided the CFIUS Warranty to Murata.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Notes and the Warrants to a Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer shall have executed the Transaction Documents that require the Buyer’s execution, and delivered them to the Company. 8.2 The Buyer shall have paid the Buyer’s Purchase Price to the Company, which payment may be made by the release of the Buyer’s Purchase Price from escrow in accordance with the Escrow Agreement. 8.3 The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsNotes and the Warrants. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received an aggregate Purchase Price in the Minimum Purchase Proceedsamount of not less than $800,000 and no more than $1,097,000. Any officer or director of the Company or the Placement Agent, or any of such parties affiliates, may participate in this offering and their investment, if any, will count towards the foregoing amount.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Preferred Stock and the Warrants to a Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer shall have executed the Transaction Documents that require the Buyer’s execution, and delivered them to the Company. 8.2 The Buyer Company shall have paid received the Buyer’s Purchase Price to the Company, which payment may be made by the Payment Agent’s release of its control over a bank account of the Buyer’s Purchase Price from escrow in accordance with the Escrow AgreementCompany. 8.3 The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsPreferred Stock and the Warrants. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Securities to a Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer shall have executed the Transaction Documents that require the Buyer’s execution, and delivered them to the Company. 8.2 The Buyer shall have paid the Buyer’s Purchase Price to the Company, which payment may be made by the release of the Buyer’s Purchase Price from escrow in accordance with the Escrow Agreement. 8.3 The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsSecurities. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received an aggregate Purchase Price in the Minimum Purchase Proceedsamount of not less than $5,000,000 and no more than $12,500,000 (including an over-allotment option exercisable by the Placement Agent for the Company to sell up to an additional $2,500,000 of Units). Any officer or director of the Company or the Placement Agent, or any of such parties affiliates, may participate in this offering and their investment, if any, will count towards the foregoing amount.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units to a Buyer the Buyers at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer Buyers shall have executed the Transaction Documents that require the Buyer’s Buyers’ execution, and delivered them to the Company. 8.2 The Buyer Each of the Buyers shall have paid the Buyer’s portion of the Purchase Price applicable to such Buyer to the Company, which payment may be made by the release of the Buyer’s Purchase Price from escrow in accordance with the Escrow Agreement. 8.3 The Buyer’s representations and warranties of the Buyers shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Buyers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer Buyers at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the Units. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC U.S. Securities and Commission or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units to a Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer shall have executed the Transaction Documents that require the Buyer’s execution, and delivered them to the Company. 8.2 The Buyer shall have paid the Buyer’s Purchase Price to the Company, which payment may be made by the release of the Buyer’s Purchase Price from escrow in accordance with the Escrow Agreement. 8.3 The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the Units. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The In connection with the Initial Closing, the Company shall have received an aggregate Purchase Price in the amount of, at least, the Minimum Purchase Proceeds. Any officer or director of the Company or the Placement Agent, or any of such parties affiliates, may participate in this offering and their investment, if any, will count towards the foregoing amount.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units to a Buyer the Buyers at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer Buyers shall have executed the Transaction Documents that require the Buyer’s Buyers’ execution, and delivered them to the Company. 8.2 The Buyer Each of the Buyers shall have paid the Buyer’s portion of the Purchase Price applicable to such Buyer to the Company, which payment may be made by the release of the Buyer’s Purchase Price from escrow in accordance with the Escrow Agreement. 8.3 The Buyer’s representations and warranties of the Buyers shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Buyers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer Buyers at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the Units. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC U.S. Securities and Commission or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company Escrow Agent shall have received the Minimum Purchase Proceeds. 8.9 The Company shall have consummated the SmartReceipt Acquisition prior to or concurrent with the Initial Closing.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Preferred Stock and the Warrants to a Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 8.1. The Buyer shall have executed the Transaction Documents that require the Buyer’s execution, and delivered them to the Company. 8.2 8.2. The Buyer Company shall have paid received the Buyer’s Purchase Price to the Company, which payment may be made by the Payment Agent’s release of its control over a bank account of the Buyer’s Purchase Price from escrow in accordance with the Escrow AgreementCompany. 8.3 8.3. The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 8.4. The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsPreferred Stock and the Warrants. 8.5 8.5. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 8.6. Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 8.7. Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Shares to a the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer shall have executed the Transaction Documents that require the Buyer’s executionthis Agreement, and delivered them it to the Company. 8.2 The Buyer shall have executed the Non-U.S. Person Representation attached as Exhibit C to this Agreement. 8.3 The Buyer shall have paid the Buyer’s Aggregate Purchase Price to the Company, which payment may be made by the release of the Buyer’s Purchase Price from escrow Company in accordance with the Escrow Agreementterms and conditions set forth in Section 4.3 above. 8.3 8.4 The Buyer shall have received an executed Consent from the Placement Agent. 8.5 The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 8.6 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsShares. 8.5 8.7 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. 8.6 8.8 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse EffectChange. 8.7 8.9 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Warrants to a each Buyer at the Closing is subject to the satisfaction, at or before the Closing Dateacceptance of a subscription by the Company from such Buyer, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer acquiring Warrants shall have executed the Transaction Documents that require the Buyer’s execution, and delivered them to the Company. 8.2 The Buyer acquiring Warrants shall have paid the Buyer’s Purchase Price to the Company, which payment may be made by the release of the Buyer’s Purchase Price from escrow in accordance with the Escrow Agreement. 8.3 The Buyer’s representations and warranties of the Buyer acquiring Warrants shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date acceptance by the Company of such Buyer’s subscription as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the such Buyer at or prior to the applicable Closing Dateacceptance of such Bxxxx’s subscription for Warrants by the Company. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsWarrants. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Shares to a Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer shall have executed the Transaction Documents that require the Buyer’s execution, and delivered them this Agreement to the Company. 8.2 The Buyer shall have paid the Buyer’s Purchase Price to the Company, which payment may be made by the release of the Buyer’s Purchase Price from escrow in accordance with the Escrow Agreement. 8.3 The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsShares. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Shares to a the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer shall have executed the Transaction Documents that require the Buyer’s executionthis Agreement, and delivered them it to the Company. 8.2 The Buyer shall have executed the Accredited Investor questionnaire attached as Exhibit B to this Agreement. 8.3 The Buyer shall have paid the Buyer’s Aggregate Purchase Price to the Company, which payment may be made by the release of the Buyer’s Aggregate Purchase Price from escrow in accordance with the Escrow AgreementAccount into the Company’s (or Ondas Networks') regular operating account. 8.3 8.4 The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 8.5 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsShares. 8.5 8.6 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. 8.6 8.7 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 8.8 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Shares and the Warrants to a Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 8.1. The Buyer shall have executed the Transaction Documents that require the Buyer’s execution, and delivered them to the Company. 8.2 8.2. The Buyer Company shall have paid received the Buyer’s Purchase Price to the Company, which payment may be made by the Payment Agent’s release of its control over a bank account of the Buyer’s Purchase Price from escrow in accordance with the Escrow AgreementCompany. 8.3 8.3. The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 8.4. The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsShares and the Warrants. 8.5 8.5. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 8.6. Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 8.7. Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Shares to a the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer shall have executed the Transaction Documents that require the Buyer’s executionthis Agreement, and delivered them it to the Company. 8.2 The Buyer shall have executed the Accredited Investor questionnaire attached as Exhibit B to this Agreement. 8.3 The Buyer shall have paid the Buyer’s Aggregate Purchase Price to the Company, which payment may be made by the release of the Buyer’s Aggregate Purchase Price from escrow in accordance with the Escrow Agreement. 8.3 8.4 The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 8.5 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsShares. 8.5 8.6 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. 8.6 8.7 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 8.8 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Shares to a Buyer the Buyers at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer Buyers shall have executed the Transaction Documents that require the Buyer’s Buyers’ execution, and delivered them to the Company. 8.2 The Buyer Each of the Buyers shall have paid the Buyer’s portion of the Purchase Price applicable to such Buyer to the Company, which payment may be made by the release of the Buyer’s Purchase Price from escrow in accordance with the Escrow Agreement. 8.3 The Buyer’s representations and warranties of the Buyers shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Buyers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer Buyers at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsShares. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC U.S. Securities and Commission or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Shares to a Buyer the Buyers at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer Buyers shall have executed the Transaction Documents that require the Buyer’s Buyers’ execution, and delivered them to the Company. 8.2 The Buyer Each of the Buyers shall have paid the Buyer’s portion of the Purchase Price applicable to such Buyer to the Company, which payment may be made by the release of the Buyer’s Purchase Price from escrow in accordance with the Escrow Agreement. 8.3 The Buyer’s representations and warranties of the Buyers shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Buyers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer Buyers at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsShares. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC U.S. Securities and Commission or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company Escrow Agent shall have received the Minimum Purchase Proceeds. 8.9 The Company shall have consummated the SmartReceipt Acquisition prior to or concurrent with the Initial Closing.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Shares to a Buyer the Buyers at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer Buyers shall have executed the Transaction Documents that require the Buyer’s Buyers’ execution, and delivered them to the Company. 8.2 The Buyer Each of the Buyers shall have paid the Buyer’s portion of the Purchase Price applicable to such Buyer to the Company, which payment may be made by the release of the Buyer’s Purchase Price from escrow in accordance with the Escrow Agreement. 8.3 The Buyer’s representations and warranties of the Buyers shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Buyers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer Buyers at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsShares. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC U.S. Securities and Commission or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company With respect to the Initial Closing only, the holders of the Company’s 10% Senior Secured Convertible Bridge Notes (the “Notes”) representing at least 90% of the aggregate principal amount of the Notes shall have received converted into, or otherwise surrendered for, shares of the Minimum Purchase ProceedsCompany’s Common Stock at the conversion price of $0.20 per share.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units shares of Stock to a Buyer at the each Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer shall have executed the Transaction Documents that require the Buyer’s execution, and delivered them to the Company. 8.2 The Buyer shall have paid the Buyer’s Purchase Price into the Company’s escrow account held with the Escrow Agent, which payment will be released from such escrow account to the Company, which payment may be made by net of agreed upon payments to third parties, upon the release joint written instructions of the Buyer’s Purchase Price from escrow Company and the Placement Agent in accordance with the Escrow Agreement. 8.3 The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the Units. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 8.5 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation obligations of the Company hereunder to issue and sell the Units Call Option Shares to a Buyer at the Closing Netmarble is subject to the satisfaction, at or before the Closing DateCall Option Closing, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 (i) Delivery to the Company of the Exercise Notice by Netmarble; (ii) execution by the Company and Netmarble of a Purchase Agreement in substantially the form attached hereto as Exhibit B (the “Call Option Purchase Agreement”); (iii) Netmarble shall pay the Exercise Price in full for the Call Option Shares, which shall be made in full in U.S. dollars by wire transfer of immediately available funds to a bank account in the United States of America designated by the Company in writing; (iv) The Buyer Company shall have executed received notice that the Transaction Documents that require Principal Trading Market has completed its review of the BuyerCompany’s execution, and delivered them Additional Shares Listing Application with respect to the Company.offer and sale of the Call Option Shares; 8.2 (v) The Buyer Company shall have paid sufficient authorized shares of Class A Common Stock or Class B Common Stock (and Class A Common Stock to issue upon the Buyer’s Purchase Price conversion thereof) to issue and sell pursuant to the Company, which payment may be made Call Option Purchase Agreement; (vi) Neither the Principal Trading Market nor the SEC have raised objections to the consummation of the transactions contemplated by the release of the Buyer’s Call Option Purchase Price from escrow in accordance with the Escrow Agreement or this Agreement.; 8.3 The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 vii) The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for any required shareholder vote pursuant to the sale rules of the Units.Delaware General Corporation Law or the rules and requirements of the Principal Trading Market; and 8.5 (viii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event Call Option Agreement or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units to a Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer shall have executed the Transaction Documents that require the Buyer’s execution, and delivered them to the Company. 8.2 The Buyer shall have paid the Buyer’s Purchase Price to the Company, which payment may shall be made by wire transfer of immediately available U.S. funds to an account designated by the release of the Buyer’s Purchase Price from escrow Company and in accordance with wire transfer instructions provided by the Escrow AgreementCompany. 8.3 The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the Units. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Shares to a Buyer the Buyers at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer Buyers shall have executed the Transaction Documents that require the Buyer’s Buyers’ execution, and delivered them to the Company. 8.2 The Buyer Each of the Buyers shall have paid the Buyer’s portion of the Purchase Price applicable to such Buyer to the Company, which payment may be made by the release of the Buyer’s Purchase Price from escrow in accordance with the Escrow Agreement. 8.3 The Buyer’s representations and warranties of the Buyers shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Buyers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer Buyers at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsShares. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC U.S. Securities and Commission or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received the Minimum Purchase Proceeds.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Preferred Stock and the Warrants to a Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer shall have executed the Transaction Documents that require the Buyer’s execution, and delivered them to the Company. 8.2 The Buyer Company shall have paid received the Buyer’s Purchase Price to the Company, which payment may be made by the Payment Agent’s release of its control over a bank account of the Buyer’s Purchase Price from escrow in accordance with the Escrow AgreementCompany. 8.3 The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsPreferred Stock and the Warrants. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received an aggregate Purchase Price in the Minimum Purchase Proceedsamount of not less than $4,000,000 and no more than $10,000,000. Any officer or director of the Company or the Placement Agent, or any of such parties affiliates, may participate in this offering and their investment, if any, will count towards the foregoing amount.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company hereunder to issue and sell the Units Notes and the Warrants to a Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: 8.1 The Buyer shall have executed the Transaction Documents that require the Buyer’s execution, and delivered them to the Company. 8.2 The Buyer shall have paid the Buyer’s Purchase Price to the Company, which payment may be made by the release of the Buyer’s Purchase Price from escrow in accordance with the Escrow Agreement. 8.3 The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date. 8.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the UnitsNotes and the Warrants. 8.5 No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 8.6 Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be expected to result, in a Material Adverse Effect. 8.7 Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement. 8.8 The Company shall have received an aggregate Purchase Price in the Minimum Purchase Proceedsamount of not less than $2,000,000 and no more than $4,000,000. Any officer or director of the Company or the Placement Agent, or any of such parties affiliates, may participate in this offering and their investment, if any, will count towards the foregoing amount.