Common use of CONDITIONS PRECEDENT TO THE PURCHASERS’ OBLIGATIONS TO PURCHASE Clause in Contracts

CONDITIONS PRECEDENT TO THE PURCHASERS’ OBLIGATIONS TO PURCHASE. The obligation of Purchaser hereunder to purchase the Convertible Note is subject to the satisfaction, at or before the Closing Date, of each of the following conditions (in addition to any other conditions precedent elsewhere in this Agreement); provided, that these conditions are for Purchaser’s sole benefit and may be waived by Purchaser at any time in its sole discretion: 7.1 The Company shall have executed and delivered the Transaction Documents to Purchaser. 7.2 The representations and warranties of the Company shall be true and correct in all material respects as of the Closing Date (except for representations and warranties that speak as of a specific date) and the Company 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 Company at or prior to the Closing Date. 7.3 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. 7.4 No stop order or suspension of trading shall have been imposed by the SEC or any other governmental or regulatory body having jurisdiction over the Company or the market(s) where the Common Stock of the Company is listed or quoted with respect to public trading in the Common Stock of the Company. 7.5 The Company shall have executed such other agreements, certificates, confirmations or resolutions as Purchaser may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Purchaser.

CONDITIONS PRECEDENT TO THE PURCHASERS’ OBLIGATIONS TO PURCHASE. The obligation obligations of each Purchaser hereunder to purchase the Convertible Note Securities at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions (in addition to any other conditions precedent elsewhere in this Agreement); providedconditions, provided that these conditions are for each Purchaser’s sole benefit and may be waived by each Purchaser at any time in its sole discretion, with it being understood that any such waiver will only be applicable to the waiving Purchaser: 7.1 a. The Company and Sellers shall have executed this Agreement and delivered the same to the Purchasers. b. The Company shall have delivered to the Purchasers the duly executed Purchasers’ Notes (in such denominations as each Purchaser shall request) and delivered the Transaction Documents to Purchaserin accordance with Section 1.b above. 7.2 c. The Irrevocable Transfer Agent Instructions, in form attached hereto, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied, satisfied and complied in all material respects with the covenants, agreements, agreements and conditions required by this Agreement to be performed, satisfied, satisfied or complied with by the Company at or prior to the Closing Date. Each Purchaser shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by each Purchaser including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. 7.3 e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. 7.4 f. No stop order or suspension of trading event shall have been imposed by the SEC or any other governmental or regulatory body having jurisdiction over the Company or the market(s) where the Common Stock of the Company is listed or quoted with respect occurred which could reasonably be expected to public trading in the Common Stock of have a Material Adverse Effect on the Company. 7.5 The Company g. Each Purchaser shall have executed such other agreementsreceived an officer’s certificate described in Section 3.c above, certificates, confirmations or resolutions dated as Purchaser may require to consummate of the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by PurchaserClosing Date.

CONDITIONS PRECEDENT TO THE PURCHASERS’ OBLIGATIONS TO PURCHASE. The obligation of Purchaser the Purchasers hereunder to purchase the Convertible Note Preferred Stock is subject to the satisfaction, at or before the Closing Date, of each of the following conditions (in addition to any other conditions precedent elsewhere in this Agreement); provided, provided that these conditions are for Purchaser’s the Purchasers’ sole benefit and may be waived by each Purchaser at any time in its sole discretion: 7.1 10.1 The Company shall have executed and delivered the Transaction Documents to Purchaserthe Purchasers. 7.2 10.2 The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the Closing Date (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied, satisfied and complied in all material respects with the covenants, agreements, agreements and conditions required by this Agreement to be performed, satisfied, satisfied or complied with by the Company at or prior to the Closing Date. 7.3 10.3 The Company shall have executed and delivered to Purchasers a closing certificate, certified as true, complete and correct by an officer of the Company, in substance and form required by Purchasers, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is formed; (ii) the Company’s Organizational Documents; and (iii) copies of the resolutions of the board of directors of the Company as adopted by the Company’s or board of directors, in a form acceptable to Purchasers, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to the Purchasers. 10.4 No statute, rule, regulation, executive order, decree, ruling or injunction event shall have occurred which could reasonably be expected to have a Material Adverse Effect. 10.5 The Preferred Stock certificate of designation shall have been enacted, entered, promulgated or endorsed by any court or governmental authority filed with the New York Secretary of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction DocumentsState. 7.4 No stop order or suspension of trading 10.6 The Company shall have been imposed by executed and delivered to the SEC or any other governmental or regulatory body having jurisdiction over Purchasers the Company or Warrant and the market(s) where the Common Stock of the Company is listed or quoted with respect to public trading in the Common Stock of the CompanyRegistration Rights Agreement. 7.5 10.7 The Company shall have executed such other agreements, certificates, confirmations or resolutions as Purchaser the Purchasers may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by PurchaserPurchasers.

CONDITIONS PRECEDENT TO THE PURCHASERS’ OBLIGATIONS TO PURCHASE. The obligation of Purchaser hereunder to purchase the Convertible Note at the Closing is subject to the satisfaction, at on or before the Closing Date, Date of each of the following conditions (in addition to any other conditions precedent elsewhere in this Agreement); providedconditions, provided that these conditions are for Purchaser’s 's sole benefit and may be waived by Purchaser at any time in its sole discretion:; 7.1 (a) The Company shall have executed this Agreement, the Escrow Agreement and the Registration Rights Agreement and delivered the Transaction Documents same to the Purchaser; (b) The Company shall have delivered to the Purchaser a duly executed Note in accordance with Article 2 hereof, the Security Agreement and all related documents. 7.2 (c) The Company shall have delivered the Solvency Certificate; (d) The representations and warranties of the Company contained in each Transaction Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific specified date) and the Company shall have performed, satisfied, satisfied and complied in with all material respects with the covenants, agreements, agreements and conditions required by this Agreement such Transaction Agreements to be performed, satisfied, satisfied or complied with by the Company it at or prior to the Closing Date. 7.3 No statute, rule, regulation, executive order, decree, ruling or injunction . The Purchaser shall have received an Officer's Certificate executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser, including but not limited to certificates with respect to the Company Corporate Documents, resolutions relating to the transactions contemplated hereby and the incumbencies of certain officers and Directors of the Company. The form of such certificate is attached hereto as Exhibit D; (e) The Company shall have received all governmental, Board of Directors, shareholders and third party consents and approvals necessary in connection with the issuance and sale of the Securities; (f) All applicable waiting periods in respect to the issuance and sale of the Securities shall have expired without any action having been enacted, entered, promulgated or endorsed taken by any court competent authority that could restrain, prevent or governmental authority of competent jurisdiction impose any materially adverse conditions thereon or that prohibits the consummation of could seek or threaten any of the transactions contemplated by the Transaction Documents.foregoing; 7.4 (g) No stop order law or suspension of trading regulation shall have been imposed or enacted that, in the judgment of the Purchaser, could adversely affect the transactions set forth herein or in the other Transaction Agreements, and no law or regulation shall have been proposed that in the reasonable judgment of Purchaser could reasonably have any such effect; (h) Purchaser shall have received an opinion, dated the Closing Date, of counsel to the Company in form and substance reasonably satisfactory to Purchaser; (i) All fees and expenses due and payable by the SEC Company on or any other governmental or regulatory body having jurisdiction over prior to the Company or the market(s) where the Common Stock of the Company is listed or quoted with respect to public trading in the Common Stock of the Company. 7.5 The Company Closing Date shall have executed such other agreements, certificates, confirmations or resolutions as Purchaser may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Purchaser.been paid;

CONDITIONS PRECEDENT TO THE PURCHASERS’ OBLIGATIONS TO PURCHASE. The obligation obligations of each Purchaser hereunder to purchase the Convertible Note Securities at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions (in addition to any other conditions precedent elsewhere in this Agreement); providedconditions, provided that these conditions are for each Purchaser’s sole benefit and may be waived by each Purchaser at any time in its sole discretion, with it being understood that any such waiver will only be applicable to the waiving Purchaser: 7.1 a. The Company and Seller s shall have executed this Agreement and delivered the same to the Purchasers. b. The Company shall have delivered to the Purchasers the duly executed Purchasers’ Notes (in such denominations as each Purchaser shall request) and delivered the Transaction Documents to Purchaserin accordance with Section 1.b above. 7.2 c. The Irrevocable Transfer Agent Instructions, in form attached hereto, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied, satisfied and complied in all material respects with the covenants, agreements, agreements and conditions required by this Agreement to be performed, satisfied, satisfied or complied with by the Company at or prior to the Closing Date. Each Purchaser shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by each Purchaser including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. 7.3 e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. 7.4 f. No stop order or suspension of trading event shall have been imposed by the SEC or any other governmental or regulatory body having jurisdiction over the Company or the market(s) where the Common Stock of the Company is listed or quoted with respect occurred which could reasonably be expected to public trading in the Common Stock of have a Material Adverse Effect on the Company. 7.5 The Company g. Each Purchaser shall have executed such other agreementsreceived an officer’s certificate described in Section 3.c above, certificates, confirmations or resolutions dated as Purchaser may require to consummate of the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by PurchaserClosing Date.