Common use of CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE Clause in Contracts

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants 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 such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation obligations of each Buyer to consummate the transaction contemplated hereunder to purchase on a Portfolio by Portfolio basis are conditioned on the Debenture and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, fulfillment of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made on and as of the Closing Date with respect to such Portfolio, provided that Buyer, in its sole discretion, may waive such condition: (a) All representations and warranties of each Seller as though to each such Seller’s Property contained in this Agreement shall be true in all material respects at and as of the Closing Date with respect to such Property as if such representations and warranties were made at such time and as of the Closing Date (except for representations (i) changes in facts permitted hereunder including, without limitation, as a result of actions taken by any Seller in accordance with Article XV hereof or occurring from events consented to by Buyer (not to be unreasonably withheld, conditioned or delayed), and warranties (ii) Sellers’ right to update all of the Exhibits to account for changes first occurring from and after the Effective Date; provided, however, that speak as the foregoing right to update and amend the Exhibits hereto shall not be deemed to permit a Seller to default under any express covenant made by such Seller herein) nor shall it be deemed to affect the other rights of a specific dateBuyer hereunder, which representations and warranties shall be true and correct as of such date) and the Company Sellers shall have performed, satisfied performed and complied in all material respects with the all representations, covenants, agreements and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or Sellers prior to or by the Closing Date. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer Date (including, but not limited to certificates with respect to to, the Company's Certificate delivery by Sellers of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyitems described in Article XIII). (db) No litigationThe delivery by Sellers to Buyer of a tenant estoppel certificate from Tenants (other than the General Services Administration (the “GSA”)) who, statutein the aggregate, 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any comprise at least ********** ******* (***) of the transactions contemplated by this Agreement. ***** ******** **** ** *** ********* ** * ********* ***** *** ****** ** *** *** (e) Trading in which shall include the Common Stock Tenants listed on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two Exhibit FF attached hereto (2) business days of the Closingcollectively, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f“Required Tenants”)) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form attached hereto as EXHIBIT E Exhibit O (unless a Tenant’s Lease has a prescribed estoppel form attached hereto. to said Lease, in which event the prescribed form shall be acceptable for said Tenant) (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.“

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder Buyers to purchase the Debenture Debentures and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for such Buyer's Buyers' sole benefit and may be waived by such Buyer Buyers at any time in its their sole discretion: (a) a. The Company shall have executed this Agreement, the Security Agreement and the Registration Rights Intellectual Property Security Agreement, and delivered the same to the BuyerBuyers in escrow. (b) b. The Company shall have delivered to such Buyer the Buyers in escrow duly executed Debenture Debentures (in such denominations as Buyers shall request) and Warrants in accordance with Section 1 above. (c) c. The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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. (d) d. 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock e. No material undisclosed event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotationCompany. (f) f. The Buyer Company shall have received an deliver a legal opinion of from the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory addressed to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (gBuyer(s) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against placement agent, covering such Person or its property, which results, except matters as otherwise agreed to in writing reasonably requested by the Buyers shall not show any such Liensplacement agent.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants its Convertible Debentures at the each Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company shall have duly executed this Agreement and delivered to such Buyer the Transaction Documents to which it is a party and the Registration Rights Agreement, Company shall have duly executed and delivered the same to such Buyer a Convertible Debenture with a principal amount corresponding to the Subscription Amount set forth opposite such Buyer’s name on Schedule I for the Closing. (b) Such Buyer shall have received the opinion of counsel to the Company, dated as of the First Closing Date, in the form reasonably acceptable to such Buyer. (bc) The Company shall have provided to the Buyer an executed officer’s certificate in a form satisfactory to the Buyer and dated as of the Closing Date, as to (i) the Company’s certificate of incorporation, (ii) the bylaws of the Company, and (iii) the Company’s certificate of good standing, each as in effect at the Closing Date. (e) The Company shall have delivered to such Buyer a certificate evidencing the duly executed Debenture incorporation and Warrants in accordance with Section 1 abovegood standing of the Company as of a date within ten (10) days of the Closing Date. (cf) The representations Each and warranties every representation and warranty of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the each Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions set forth in each Transaction Document required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the each Closing Date. . (g) The Buyer Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have received a certificate or certificatesbeen suspended, executed by the President and Chief Executive Officer of the Company, dated as of the each Closing Date, to by the foregoing effect and SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as to such other matters as may be reasonably requested of each Closing Date, either (I) in writing by such Buyer including, but not limited to certificates with respect to the Company's Certificate SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyPrincipal Market. (dh) The Company shall have obtained all governmental, regulatory, or third-party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Company’s board of directors and the Principal Market, if any. (i) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated promulgated, or endorsed by or in any court or governmental authority Governmental Entity of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents. (ej) Trading Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably be expected to result in a Material Adverse Effect, or an Event of Default (as defined in the Convertible Debentures). (k) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the maximum number of Conversion Shares issuable pursuant to the Convertible Debentures to be issued at the Closing. (l) Such Buyer shall have received a letter, duly executed by an officer of the Company, setting forth the wire amounts of Buyer and the wire transfer instructions of the Company (the “Closing Statement”). (m) From the date hereof to the Closing Date, trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq andPrincipal Market (except for any suspension of trading of limited duration agreed to by the Company, within two (2) business days of which suspension shall be terminated prior to the Closing), and at any time from the Company will make application date hereof to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, trading in formsecurities generally as reported by Bloomberg L.P. shall not have been suspended or limited, scope and substance reasonably satisfactory or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Buyer and in substantially Securities at the same form as EXHIBIT E attached heretoClosing. (gn) The Buyer Company and its Subsidiaries shall have received a Closing Certificate described in Section 1(b)(v) abovedelivered to such Buyer such other documents, dated instruments or certificates relating to the transactions contemplated by this Agreement as of the Closing Datesuch Buyer or its counsel may reasonably request. (ho) The Company shall have delivered to filed the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described Registration Statement with the SEC in Section 3(dd) hereof. (i) Prior to accordance with the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed provisions set forth in the prior five years to perfect an interest in any assets thereofRegistration Rights Agreement, together with copies of such financing statements, and including the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liensfiling deadline set froth therein.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture Notes and Warrants Shares at the Initial Closing is and Additional Notes or Monetization Shortfall Additional Notes or Further Payment Notes and/or Purchase Option Shares upon Buyer’s exercise of the Purchase Option at a Subsequent Closing is, subject to Section 1(b)(ii), subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company and the SPA Subsidiaries with prior written notice thereof: (ai) The Company and the SPA Subsidiaries, if applicable, shall have duly executed and delivered to Buyer (A) each of the Transaction Documents to which it is a party (Initial Closing only), (B) the Notes, Further Payment Notes or Additional Notes, as the case may be (allocated in such principal amounts as Buyer shall request), being purchased by Buyer at such Closing pursuant to this Agreement and the Registration Rights Agreement, and delivered (C) the same Shares (allocated in such amounts as Buyer shall request) being purchased (Initial Closing only) by Buyer at such Closing pursuant to the Buyerthis Agreement. (bii) For Subsequent Closings only, the Company shall have (A) obtained majority shareholder approval to the Authorized Share Increase and any subsequently required share increases (“Subsequent Increases”) necessary to effect conversions of the Notes and exercise of the Purchase Option; and (B) amended its Certificate of Incorporation to effect such Authorized Share Increase and Subsequent Increases, as applicable. (iii) Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company's counsel, dated as of the Closing Date, in substantially the form of Exhibit J attached hereto (Initial Closing only). (iv) The Company shall have delivered to such Buyer a copy of the duly executed Debenture and Warrants Irrevocable Transfer Agent Instructions, in accordance with Section 1 abovethe form of Exhibit I attached hereto, which instructions shall have been delivered to the Company's transfer agent. (cv) The Company shall have delivered to Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date (Initial Closing only). (vi) The Company and the SPA Subsidiaries shall have delivered to Buyer a certificate evidencing their qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which they are qualified to conduct business as a foreign corporation (Initial Closing only). (vii) The Company and the SPA Subsidiaries shall have delivered to Buyer certificates in the form of Exhibit K (the “Secretary’s Certificate”), executed by the Secretary of each of the Company and the SPA Subsidiaries and dated as of the applicable Closing Date, as to (i) the resolutions as adopted by the Company's and the SPA Subsidiaries’ Boards of Directors, in forms reasonably acceptable to Buyer, (ii) their respective Certificates or Articles of Incorporation and (iii) their respective Bylaws, each as in effect at the applicable Closing (other than the Closings relating to the Further Payment Notes). (viii) The representations and warranties of the Company contained in this Agreement, as modified by and the Exhibits and Schedules hereto, SPA Subsidiaries shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date Date, or Subsequent Closing Date, as applicable, as though made at such that time (except for representations and warranties that speak as of a specific date, date which representations and warranties shall be true and correct as of such specified date) and the Company and the SPA Subsidiaries, as applicable, shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificatescertificate, executed by the President and Chief Executive Officer of the CompanyCompany and each of the SPA Subsidiaries, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on form attached hereto as Exhibit L (the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and“Officer’s Certificate”); provided, within two (2) business days of however, that for each Closing Date subsequent to the Closing, the Company will make application shall update the Schedules and such updated Schedules shall not show a material adverse change in the representations and warranties of the Company and Subsidiaries, taken as a whole. This Section 7(viii) shall not relate to a Further Payment Note Closing, with respect to which the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotationprovisions of Section 7(ix) shall apply. (fix) The Buyer For each Subsequent Closing with respect to a Further Payment Note, the only condition to closing shall have received an opinion be the delivery by the Company of a certificate, executed by the Chief Executive Officer of the Company's counselCompany and each of the SPA Subsidiaries, dated as of the Further Payment Note Closing Date, in form, scope and substance reasonably satisfactory Date to the Buyer and effect that no event described in substantially the same form Note as EXHIBIT E attached hereto. (g) The Buyer a “Conversion Eligible Event of Default” shall have received occurred and be continuing. The delivery of this certificate shall be the sole condition precedent to the purchase by Buyer of a Closing Certificate described in Section 1(b)(v) above, dated as of Further Payment Note on the Further Payment Note Closing Date. (hx) No Event of Default (as defined in the Notes) has occurred and is continuing (Subsequent Closings only other than Further Payment Note Closings). (xi) The Company shall have delivered to Buyer a letter or report from the Buyer an executed Accountant Letter and an executed Law Firm Letter, Company's transfer agent certifying the number of shares of Common Stock outstanding as described in Section 3(dd) hereofof a date within ten days prior to the Closing Date (Initial Closing only). (ixii) Prior to The Common Stock shall be listed or quoted on the ClosingPrincipal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market. (Closings other than Further Payment Note Closings.) (xiii) The Company shall have obtained all governmental, regulatory or third party consents and approvals (A) listed in Schedule 3(e) and any others necessary for the sale of the Securities. (Closings other than Further Payment Note Closings.) (xiv) Longford Capital Fund I, LP (“Longford”), the Company, Quest Patent Research Corporation, Quest Licensing Corporation, each of its affiliates listed as an “Obligor” on the signature pages to thereto shall have executed and delivered the Subordination Agreement substantially in the form of Exhibit M hereto (the “Longford Subordination Agreement”). (Initial Closing only.) (xv) The Closing (as defined therein) under the IV Agreement shall have occurred or caused shall occur simultaneously, and Intellectual ventures shall have executed and delivered an instrument of assignment in the form specified therein assigning the Assigned Patent Rights and Assigned Abandoned Patent Rights (as defined therein) to be the Company which will immediately assign the associated Assigned Patent Rights and Assigned Abandoned Patent Rights to Mariner, Semcon and/or IC. (Initial Closing only) (xvi) The Company and the SPA Subsidiaries, as applicable, shall have delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name such other documents relating to the transactions contemplated by this Agreement as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person Buyer or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienscounsel may reasonably request. (Closings other than Further Payment Note Closings.)

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants Preferred Shares 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 such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to Buyer (1) each of the Transaction Documents (2) the Preferred Shares (allocated in such amounts as Buyer shall request), being purchased by Buyer at the Closing pursuant to this Agreement and (3) a copy of Irrevocable Instructions to the Registration Rights Transfer Agent in the form of Exhibit A attached hereto, which instructions shall have been acknowledged in writing by the Company’s transfer agent. Notwithstanding anything else to the foregoing in this Agreement, and delivered Buyer hereby consents to delivery of the same to Preferred Shares within ten (10) business days after the BuyerClosing Date. (bii) The Company shall have delivered to such Buyer a certificate evidencing the duly executed Debenture formation and Warrants in accordance with Section 1 above. (c) The representations and warranties good standing of the Company contained and each of its Subsidiaries in this Agreementsuch entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the a date when made and as within forty-five (45) days of the Closing Date and, if applicable, qualification as though made at such time (except for representations and warranties that speak as of a specific date, foreign corporation in good standing in each jurisdictions in which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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 herebyconducts business. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hiii) The Company shall have delivered to Buyer a copy of the Buyer an executed Accountant Letter and an executed Law Firm LetterArticles of Incorporation, as described in Section 3(dd) hereofamended. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants its Convertible Debentures at the each Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company shall have duly executed this Agreement and delivered to such Buyer the Transaction Documents to which it is a party and the Registration Rights Agreement, Company shall have duly executed and delivered the same to such Buyer a Convertible Debenture with a principal amount corresponding to the Subscription Amount set forth opposite such Buyer’s name on Schedule of Buyers attached as Schedule I for the Closing. (b) Such Buyer shall have received the opinion of counsel to the Company, dated as of the First Closing Date, in the form reasonably acceptable to such Buyer which shall include but not be limited to whether the Company is an issuer defined as a “Shell Company,” as defined in paragraph (i)(1)(i) of Rule 144 or has been at any time previously an issuer defined as a “Shell Company.” (c) The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor and dated as of the Closing Date, as to (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as adopted by the Company's Board of Directors in a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the Closing. (d) The Company shall have delivered to each Buyer copies of its and each Subsidiaries certified copies of its charter, as well as any shareholder or operating agreements by or among the shareholders or members of any of the Company’s Subsidiaries. (e) The Company shall have delivered to such Buyer a certificate evidencing the duly executed Debenture incorporation and Warrants in accordance with Section 1 abovegood standing of the Company as of a date within ten (10) days of the Closing Date. (cf) The representations Each and warranties every representation and warranty of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the each Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions set forth in each Transaction Document required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the each Closing Date. . (g) The Buyer Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have received a certificate or certificatesbeen suspended, executed by the President and Chief Executive Officer of the Company, dated as of the each Closing Date, to by the foregoing effect and SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as to such other matters as may be reasonably requested of each Closing Date, either (I) in writing by such Buyer including, but not limited to certificates with respect to the Company's Certificate SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyPrincipal Market. (dh) The Company shall have obtained all governmental, regulatory, or third-party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (i) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated promulgated, or endorsed by or in any court or governmental authority Governmental Entity of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents. (ej) Trading Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably be expected to result in a Material Adverse Effect, or an Event of Default (as defined in the Convertible Debentures). (k) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the maximum number of Conversion Shares issuable pursuant to the Convertible Debentures to be issued at the Closing. (l) Such Buyer shall have received a letter, duly executed by an officer of the Company, setting forth the wire amounts of Buyer and the wire transfer instructions of the Company (the “Closing Statement”). (m) From the date hereof to the applicable Closing Date, trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq andPrincipal Market (except for any suspension of trading of limited duration agreed to by the Company, within two (2) business days of which suspension shall be terminated prior to the Closing), and at any time from the Company will make application date hereof to the PRINCIPAL MARKETapplicable Closing Date, if legally required trading in securities generally as reported by NasdaqBloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to have purchase the Conversion Shares and Securities at the Warrant Shares authorized for quotationClosing. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hn) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereofor its counsel may reasonably request. (io) Prior Solely with respect to the Second Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor filed the Company or any of its Subsidiaries filed Registration Statement with the SEC in accordance with the provisions set forth in the prior five years Registration Rights Agreement, including the filing deadline set froth therein. (p) Solely with respect to perfect an interest the Third Closing, the Registration Statement shall be effective in any assets thereofaccordance with the provisions set forth in the Registration Rights Agreement, together with copies of such financing statements, and including the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienseffectiveness deadline set forth therein.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Debenture its Convertible Note and related Warrants at the applicable Closing is subject to the satisfaction, at or before the Closing Date and in respect of such Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to Buyer the Convertible Note and Warrants as is set forth on the Buyer Schedules and the Company shall have complied in all respects with all obligations under this Agreement and the Registration Rights Agreementother Transaction Documents, including, without limitation, the Convertible Note and delivered the same to the BuyerWarrants. (bii) The Company shall have delivered to such Buyer a certificate, in the duly form previously provided to the Company by Buyer, executed Debenture by the Secretary of the Company and Warrants in accordance dated as of the Closing Date, as to (i) the resolutions consistent with Section 1 above3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to Buyer, and (ii) the Memorandum of Association and bylaws (or comparable charter documents) of the Company as in effect at the Closing. (ciii) The representations Each and warranties every representation and warranty of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such 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, including, without limitation, the issuance of all Securities prior to the date of the Closing as required by the Transaction Documents. The Buyer shall have received a certificate or certificatescertificate, executed by the President and 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 such Buyer including, but not limited in the form reasonably acceptable to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyBuyer. (div) The Company shall have delivered to Buyer information from the Company’s transfer agent certifying the number of Ordinary Shares outstanding on the Closing Date immediately prior to the Closing. (v) The Ordinary Shares shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market; since January 1, 2021, the Company shall have timely complied (without regard to any extensions) with all filing and reporting obligations under the federal securities laws; and the Company shall be in compliance with all requirements in order to maintain quotation on the Principal Market (including reporting requirements under the 1934 Act). (vi) Deleted. (vii) Deleted. (viii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including, without limitation, those required by the Principal Market. (ix) 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents. (ex) Trading in Since the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days date of the Closingexecution of this Agreement, the Company will make application has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the PRINCIPAL MARKET, if legally required relief of debtors instituted by Nasdaq, to have or against the Conversion Shares and the Warrant Shares authorized for quotationCompany. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hxi) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Lettersuch other documents, as described in Section 3(dd) hereof. (i) Prior instruments or certificates relating to the Closing, transactions contemplated by this Agreement reasonably required to consummate the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienstransactions contemplated hereby.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants 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 such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Security Documents and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificatescertificates (the "Officer's Certificate"), executed by the President and Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET Principal Market shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKETPrincipal Market, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated a Closing Legal Opinion as of the Closing Date, further described in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached heretoSection 1(b)(v)(C) hereof. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v1(b)(v)(B) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm LetterLawyer Letters, as described in Section 3(dd3(w) hereof. (i) Prior In accordance with the terms of the Security Documents, the Company shall have delivered to the Buyer (i) the Security Agreement, and (ii) appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Buyer, desirable to perfect the security interests purported to be created by each Security Document. (j) Within six (6) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true (A) certified copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five (5) years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Buyers, shall cover any of the Collateral (as defined in the Security Documents) and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such LiensLiens (as defined in the Security Documents); and (B) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Buyers. (k) The Company shall have received funds from Buyers representing their respective Purchase Prices in an amount exceeding the Minimum Amount, in the aggregate and not exceeding the Maximum Amount, in the aggregate. (l) No Material Adverse Changes have occurred since the date that the Buyer executed this Agreement.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants Shares 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 such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company shall have duly executed this Agreement and the Registration Rights Agreement, and delivered the same to the BuyerBuyer this Agreement. (b) The Company shall have delivered issued to such the Buyer the duly executed Debenture and Warrants in accordance with Section 1 aboveShares. (c) The representations and warranties of the Company contained in this Agreementthat are qualified or limited by materiality shall be true and correct, as modified by and the Exhibits representations and Schedules hereto, warranties of the Company that are not so qualified shall be true and correct in all material respects respects, in each case as of the date when made and as of the Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such 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. . (d) The Buyer Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have received a certificate or certificatesbeen suspended, executed by the President and Chief Executive Officer of the Company, dated as of the Closing Date, to by the foregoing effect and SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as to such other matters as may be reasonably requested of the Closing Date, either (I) in writing by such Buyer including, but not limited to certificates with respect to the Company's Certificate SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyPrincipal Market. (de) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Shares, including without limitation, those required by the Principal Market, if any. (f) 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 Governmental Entity of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreement. (eg) Trading Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (h) From the date hereof to the Closing Date, (i) trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, within two (2ii) business days of the Closing, the Company will make application at any time prior to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, trading in formsecurities generally as reported by Bloomberg L.P. shall not have been suspended or limited, scope and substance reasonably satisfactory or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to Shares at the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants Notes 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 such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company shall have duly executed and delivered to Buyer (i) each of the Transaction Documents and (ii) the Notes (allocated in such principal amounts as Buyer shall request), being purchased by Buyer at the Closing pursuant to this Agreement and (allocated in such amounts as Buyer shall request) being purchased by Buyer at the Registration Rights Closing pursuant to this Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hc) The Company shall have delivered obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities other than the Bank Consent, which the Company agrees to the Buyer an executed Accountant Letter and an executed Law Firm Letter, use its best efforts to secure as described in Section 3(dd) hereof. (i) Prior to soon as practicable following the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Debenture and Warrants its Convertible Notes at the Closing is subject to the satisfaction, at or before the each applicable Closing Date and in respect of each such Closing Date, of each of the following conditions, provided that these conditions are for such each Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed this Agreement and delivered to each Buyer each of the Transaction Documents to which the Company is a party and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have duly executed and delivered to such Buyer the duly executed Debenture Convertible Notes as is set forth on the applicable Buyer Schedule and Warrants the Company shall have complied in accordance all material respects with Section 1 aboveall obligations under this Agreement and the other Transaction Documents, including, without limitation, the Convertible Notes. (cii) The representations Each and warranties every representation and warranty of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such 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. The Each Buyer shall have received a certificate or certificatescertificate, executed by the President and Chief Executive Officer of the Company, dated as of the Closing Date, (i) to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates with respect to (ii) verifying the Company's Certificate accuracy of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebySection 7(a)(vii) herein. (diii) ​ (iv) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the SEC under the 1934 Act. (v) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (vi) 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents, and no actions, suits or proceedings shall be pending by any governmental authority that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents. (evii) Trading Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, a Material Adverse Effect and the Company will make application has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the PRINCIPAL MARKET, if legally required relief of debtors instituted by Nasdaq, to have or against the Conversion Shares and the Warrant Shares authorized for quotationCompany. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hviii) The Company shall have delivered to the each Buyer an executed Accountant Letter and an executed Law Firm Lettersuch other documents, as described in Section 3(dd) hereof. (i) Prior instruments or certificates relating to the Closing, transactions contemplated by this Agreement reasonably required to consummate the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienstransactions contemplated hereby.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants at the each Closing (and Call Closing) is subject to the satisfaction, at or before the Closing Date (or Call Closing Date), of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Security Agreement, and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificates, executed by the President and Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT Exhibit E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Buyers, shall cover any of the Collateral (as defined in the Security Documents) and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens. (j) The Company shall have received funds from Buyers representing their respective Purchase Prices in an amount exceeding the Minimum Amount, in the aggregate and not exceeding the Maximum Amount, in the aggregate. (k) No Material Adverse Changes have occurred since the date that the Buyer executed this Agreement.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants Notes 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 such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company shall have duly executed and delivered to Buyer (i) each of the Transaction Documents and (ii) the Notes (allocated in such principal amounts as Buyer shall request), being purchased by Buyer at the Closing pursuant to this Agreement and (allocated in such amounts as Buyer shall request) being purchased by Buyer at the Registration Rights Closing pursuant to this Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. . (c) The Buyer Company shall have received a certificate obtained all governmental, regulatory or certificatesthird party consents and approvals, executed by if any, necessary for the President and Chief Executive Officer sale of the CompanySecurities other than the Bank Consent, dated which the Company agrees to use its best efforts to secure as of soon as practicable following the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer 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 herebyClosing. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of successfully completed any required capital call to fund the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached heretoPurchase Price. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture Debentures and Warrants 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 such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture Debentures (in such denominations as the Buyer shall request) and Warrants in accordance with Section 1 1(b) above. (c) [Intentionally Left Blank]. (d) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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. (de) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (ef) Trading in the Common Stock on the PRINCIPAL MARKET OTC-BB shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKETOTC-BB, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (fg) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E "D" attached hereto. (gh) The Buyer shall have received a Closing Certificate an officer's certificate described in Section 1(b)(v3(c) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants its Convertible Debentures at the each Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company shall have duly executed this Agreement and delivered to such Buyer the Transaction Documents to which it is a party and the Registration Rights Agreement, Company shall have duly executed and delivered the same to such Buyer a Convertible Debenture with a principal amount corresponding to the Subscription Amount set forth opposite such Buyer’s name on Schedule I for the Closing. (b) Such Buyer shall have received the opinion of counsel to the Company, dated as of the First Closing Date, in the form and substance reasonably acceptable to such Buyer. (bc) The Company shall have provided to the Buyer an executed officer’s certificate in a form and substance satisfactory to the Buyer and dated as of the Closing Date, as to (i) the Company’s certificate of incorporation, (ii) the bylaws of the Company, and (iii) the Company’s certificate of good standing, each as in effect at the Closing Date. (e) The Company shall have delivered to such Buyer a certificate evidencing the duly executed Debenture incorporation and Warrants in accordance with Section 1 abovegood standing of the Company as of a date within ten (10) days of the Closing Date. (cf) The representations Each and warranties every representation and warranty of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the each Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions set forth in each Transaction Document required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the each Closing Date. . (g) The Buyer Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have received a certificate or certificatesbeen suspended, executed by the President and Chief Executive Officer of the Company, dated as of the each Closing Date, to by the foregoing effect and SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as to such other matters as may be reasonably requested of each Closing Date, either (I) in writing by such Buyer including, but not limited to certificates with respect to the Company's Certificate SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyPrincipal Market. (dh) The Company shall have obtained all governmental, regulatory, or third-party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Company’s board of directors and the Principal Market, if any. (i) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated promulgated, or endorsed by or in any court or governmental authority Governmental Entity of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents. (ej) Trading Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably be expected to result in a Material Adverse Effect, or an Event of Default (as defined in the Convertible Debentures). (k) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the maximum number of Conversion Shares issuable pursuant to the Convertible Debentures to be issued at the Closing. (l) Such Buyer shall have received a letter, duly executed by an officer of the Company, setting forth the wire amounts of Buyer and the wire transfer instructions of the Company (the “Closing Statement”). (m) From the date hereof to the Closing Date, trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq andPrincipal Market (except for any suspension of trading of limited duration agreed to by the Company, within two (2) business days of which suspension shall be terminated prior to the Closing), and at any time from the Company will make application date hereof to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, trading in formsecurities generally as reported by Bloomberg L.P. shall not have been suspended or limited, scope and substance reasonably satisfactory or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Buyer and in substantially Securities at the same form as EXHIBIT E attached heretoClosing. (gn) The Buyer Company and its Subsidiaries shall have received a Closing Certificate described in Section 1(b)(v) abovedelivered to such Buyer such other documents, dated instruments or certificates relating to the transactions contemplated by this Agreement as of the Closing Datesuch Buyer or its counsel may reasonably request. (ho) The Company shall have delivered to filed the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described Registration Statement with the SEC in Section 3(dd) hereof. (i) Prior to accordance with the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed provisions set forth in the prior five years to perfect an interest in any assets thereofRegistration Rights Agreement, together with copies of such financing statements, and including the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liensfiling deadline set froth therein.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Buyer hereunder Schedules and Buyer shall not be obligated to purchase the Debenture and Warrants any Securities at the a Closing is subject to the satisfaction, at or before the Closing Date, of unless each of the following conditionsconditions are satisfied, provided that these conditions are for such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Reserved; (b) the Company shall have executed this Agreement filed the Certificate of Designation with the Secretary of State of the State of Delaware and the Registration Rights Agreement, Certificate of Designation shall be in full force and delivered the same to the Buyer.effect; (bc) No event of default shall exist under any financial covenant of any contract to which the Company is a party; (d) The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to Buyer the duly executed Debenture Warrants as is set forth on the applicable Buyer Schedules and Warrants the Company shall have complied in accordance all respects with Section 1 above.all obligations under this Agreement and the other Transaction Documents, including, without limitation, the Warrants; (ce) The representations at all times during the period beginning on the Purchase Date and warranties ending on and including the Closing Date, the shares of Common Stock shall have been listed or quoted for trading on the Principal Market and shall not have been suspended from trading thereon and the Company shall not have been notified of any pending or threatened proceeding or other action to suspend the trading of the shares of Common Stock; (f) the Company has complied with its obligations and is otherwise not in breach of or in default under, this Agreement, or any other agreement executed between the parties, which has not been cured prior to delivery of the Buyer Schedules; (g) the issuance of the Securities will not violate any requirements of the Principal Market; (h) the Company shall have delivered irrevocable transfer agent instructions to the Company’s transfer agent (including any other documentation required by the transfer agent, such as a legal opinion) to credit Purchase Shares to the applicable balance accounts at DTC registered in the name of Buyer or its respective nominee(s). Notwithstanding the foregoing, the Company and its transfer agent shall be entitled to credit Purchase Shares to the applicable balance accounts at DTC, registered in the name of Buyer or its respective nominee(s) within five (5) business days after the Closing; (i) each and every representation and warranty of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such 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 applicable Closing Date. The Buyer Bxxxx shall have received a certificate or certificatescertificate, executed by the President and Chief Executive Officer of the Company, dated as of the applicable Closing Date, (i) to the foregoing effect effect, (ii) verifying the accuracy of Section 7(l) herein, and (iii) as to such other matters as may be reasonably requested by such Buyer including, but not limited Bxxxx in the form reasonably acceptable to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby.Buyer; (dj) No litigationthe Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities; (k) no 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by the Transaction Documents, and No actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents; (l) since the date of execution of this Agreement., No event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect and the Company has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company; (em) Trading in the Company shall have delivered to Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement reasonably required to consummate the transactions contemplated hereby; (n) The Registrable Securities shall be designated for quotation on the Principal Market and the shares of Common Stock on the PRINCIPAL MARKET shall not have been suspended suspended, as of the applicable Closing Date, by the SEC or the Nasdaq andPrincipal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, within two (2) business days as of the Closingapplicable Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market; since January 1, 2021, the Company will make application shall have timely complied (without regard to any extensions) with all filing and reporting obligations under the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares federal securities laws; and the Warrant Shares authorized for quotation.Company shall be in compliance with all requirements in order to maintain quotation on the Principal Market (including reporting requirements under the 1000 Xxx); (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (ho) The Company shall have delivered to Buyers information from the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereofCompany’s transfer agent certifying the number of shares of Common Stock outstanding on the applicable Closing Date immediately prior to the applicable Closing. (ip) Prior to the Second Closing, that certain registration statement on Form S-1 (Registration No. 333-267547) (the “YA Registration Statement”) registering the sale of shares of Common Stock by YA II PN, LTD. shall have been declared effective under the Securities Act by the SEC and no stop order with respect thereto shall be pending or threatened by the SEC. (q) Prior to the Third Closing, the Initial Registration Statement (as defined in the Registration Rights Agreement) covering the sale of all of the Registrable Securities shall have been declared effective under the Securities Act by the SEC and no stop order with respect thereto shall be pending or threatened by the SEC. The Company shall have delivered or caused made all filings (including the Prospectus Supplement) under applicable federal and state securities laws necessary to be delivered consummate the sale of the Registrable Securities pursuant to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed Registration Statement and in the prior five years to perfect an interest in any assets thereof, together compliance with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienslaws.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture Note and Warrants the Warrant 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 such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company and each Subsidiary (as the case may be) shall have duly executed this Agreement and delivered to Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to Buyer the securities being purchased by Buyer at the Closing as follows: (i) a Note (in such original principal amount of $1,250,000.00, (ii) a Warrant to purchase up to 925,925,925 shares of the Company’s Common Stock; and (iii) the Registration Rights Agreement. (b) Buyer shall have received the opinion of Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx, and delivered LLP, the same Company’s counsel, dated as of the Closing Date, in the form acceptable to the Buyer. (bc) The Company shall have delivered to such Buyer a copy of the duly executed Debenture Irrevocable Transfer Agent Instructions, in the form acceptable to Buyer, which instructions shall have been delivered to and Warrants acknowledged in accordance with Section 1 abovewriting by the Transfer Agent. (cd) The Company shall have delivered to Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (e) The Company shall have delivered to Buyer a certificate evidencing (i) the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State in the states in which the Company and each of its Subsidiaries have qualified as a foreign corporation, as of a date within ten (10) days of the Closing Date. (f) The Company shall have delivered to Buyer a certificate, in the form acceptable to Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each U.S. Subsidiary and (iii) the Bylaws of the Company and the bylaws of each U.S. Subsidiary, each as in effect at the Closing. (g) The representations and warranties of the Company contained in this Agreementthat are qualified or limited by materiality shall be true and correct, as modified by and the Exhibits representations and Schedules hereto, warranties of the Company that are not so qualified shall be true and correct in all material respects respects, in each case as of the date when made and as of the Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificatescertificate, duly executed by the President and 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 such Buyer including, but not limited in the form acceptable to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyBuyer. (dh) The Company shall have delivered to Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the date immediately prior to the Closing Date. (i) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (j) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (k) 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 Governmental Entity of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents. (el) Trading Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (m) From the date hereof to the Closing Date, (i) trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, within two (2ii) business days at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing. (n) Each of the Closingholders of debt set forth on Schedule 3(m)(ii) shall have executed and delivered to such Buyer, the Company will make application and Wilmington Trust NA, as escrow agent (“Escrow Agent”), a payoff letter with respect to the PRINCIPAL MARKETtheir respective notes and release, if legally required by Nasdaqeach in form and substance acceptable to Buyer and, to have the Conversion Shares and the Warrant Shares authorized for quotationin any event, indicating an aggregate amount due them collectively of less than $1,250,000. (fo) The Buyer shall have received an opinion a letter on the letterhead of the Company's counsel, dated duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of Buyer and the wire transfer instructions of the escrow account maintained by the Escrow Agent (the “Flow of Funds Letter”). (p) The Company and its Subsidiaries shall have delivered to Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (q) As of the Closing Date, in formthe Company’s Chief Executive Officer, scope and substance reasonably satisfactory to Xxxxx Xxxxxxxxx, shall have entered into the Buyer and in substantially the same form Personal Inventions Assignment Agreement, annexed hereto as EXHIBIT E attached hereto.Exhibit C. (gr) The Buyer shall have received a Closing Certificate described in Section 1(b)(vWithin fifteen (15) above, dated as of days after the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered obtained “key person life insurance”, on the life on Xxxxx Xxxxxxxxx, in an amount equal to at least $1,250,000, payable to the Company. Such insurance may be obtained only with an insurer reasonably acceptable to Buyer. (s) At or caused prior to be delivered to each Buyer true copies of UCC search resultsthe Closing Date, listing all effective financing statements which name as debtor the Company or any shall have received the written consent of its Subsidiaries filed the Xxxxxx X. Xxxxxx Insurance Trust to (i) extend the due date of the Permitted Indebtedness such that the maturity date of the Permitted Indebtedness is the same Maturity Date (as defined in the prior five years Note) as the Note; and (ii) treat the Permitted Indebtedness pari passu to perfect an interest in any assets thereofthe within Note. (t) All other preconditions to the Escrow Agent releasing funds held by it, together pursuant to its agreement with copies of such financing statementsthe Company and Buyer, and the results of searches for any tax lien and judgment lien filed against such Person or its propertydated January 17, which results2019, except as otherwise agreed to in writing by the Buyers shall not show any such Lienshave been fulfilled.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture its Purchase Shares and related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date and in respect of each such Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company shall have duly executed and delivered to Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to Buyer the Warrants as is set forth on the applicable Buyer Schedule and the Company shall have complied in all respects with all obligations under this Agreement and the Registration Rights Agreementother Transaction Documents, and delivered including, without limitation, the same to the BuyerWarrants. (b) The Company shall have delivered to filed the Amended and Restated Articles of Incorporation with the Secretary of State of the State of California and such Buyer the duly executed Debenture Amended and Warrants Restated Articles of Incorporation shall be in accordance with Section 1 abovefull force and effect. (c) The representations Company shall have delivered irrevocable transfer agent instructions to the Company’s transfer agent (including any other documentation required by the transfer agent, such as a legal opinion) to credit Purchase Shares to the applicable balance accounts at DTC registered in the name of Buyer or its respective nominee(s). Notwithstanding the foregoing, the Company and warranties its transfer agent shall be entitled to credit Purchase Shares to the applicable balance accounts at DTC, registered in the name of Buyer or its respective nominee(s) within five (5) business days after the Closing. (d) Each and every representation and warranty of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such 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. The Buyer shall have received a certificate or certificatescertificate, executed by the President and Chief Executive Officer of the Company, dated as of the Closing Date, (i) to the foregoing effect effect, (ii) verifying the accuracy of Section 7(g) herein, and (iii) as to such other matters as may be reasonably requested by such Buyer including, but not limited in the form reasonably acceptable to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyBuyer. (de) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (f) 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading the Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the Common Stock on the PRINCIPAL MARKET shall not have been suspended transactions contemplated by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached heretoTransaction Documents. (g) The Buyer Since the date of execution of this Agreement, no event or series of events shall have received occurred that reasonably would have or result in a Closing Certificate described in Section 1(b)(v) aboveMaterial Adverse Effect and the Company has not filed for nor is it subject to any bankruptcy, dated as insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Closing DateCompany. (h) The Company shall have delivered entered into a definitive agreement to merge with Net Element (the Buyer an executed Accountant Letter “Merger Agreement”) and an executed Law Firm Letterthe Merger Agreement shall not have expired, as described in Section 3(dd) hereofterminated or been abandoned. (i) Prior Net Element shall have filed the S-4 with the SEC, the S-4 covers the sale of the Registrable Securities and such Registration Statement shall have been declared effective and shall continue to be in full force and effect and shall not have expired, terminated or been abandoned; provided, however, that for the Closingten (10) Trading Days prior to effectiveness of the Form S-4, the average Daily Trading Volume of Net Element’s common stock, par value $0.0001 per share, (the “Net Element Shares”) is greater than Two Million Dollars ($2,000,000). (j) The Closing Sale Price of the Net Element Shares on the immediately preceding Trading Day is at least $3.00. (k) Net Element and the Company shall have delivered or caused to be received conditional approval for listing the combined company on the Nasdaq Capital Market. (l) The Company shall have delivered to each Buyer true copies of UCC search resultssuch other documents, listing all effective financing statements which name as debtor instruments or certificates relating to the Company or any of its Subsidiaries filed in transactions contemplated by this Agreement reasonably required to consummate the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienstransactions contemplated hereby.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Debenture and Warrants its Notes at the each Closing is subject to the satisfaction, at or before the Closing Datedate of each Closing, of each of the following conditions, provided that these conditions are for such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed this Agreement and delivered to Buyer each of the Transaction Documents to which it is a party and the Registration Rights Company shall have duly executed and delivered to Buyer (A) with respect to the Initial Note, the Initial Note in the original principal amount of $1,100,000 and (B) with respect to the Second Note, the Second Note in the original principal amount of $550,000, in each case, as being purchased by Buyer at the Initial Closing and Second Closing, respectively, pursuant to this Agreement. (ii) Buyer shall have received the opinion of Davidoff Hutcher & Citron LLP, the Company’s special securities counsel, and delivered Xxxxxx Westwood & Riegels, the same Company’s Cayman Islands counsel, each dated as of the date of such Closing, in forms reasonably acceptable to the Buyer. (biii) The Company shall have delivered to such Buyer a copy of the duly executed Debenture Irrevocable Transfer Agent Instructions, in a form acceptable to Buyer, which instructions shall have been delivered to and Warrants acknowledged in accordance with Section 1 abovewriting by the Company’s transfer agent. (civ) The representations and warranties Company shall have delivered to Buyer the certificate of incorporation of the Company contained and the certificate of good standing evidencing the formation and good standing of the Company issued by the Registrar of Companies of the Cayman Islands as of a date within ten (10) days of the date of each Closing. (v) The Company shall have delivered to Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in this Agreementwhich the Company and conducts business in the United States, if any, and is required to so qualify, as modified of a date within ten (10) days of each Closing. (vi) The Company shall have delivered to Buyer a certified copy of the Articles of Association as certified by the Exhibits Registrar of Companies of the Cayman Islands within ten (10) days of each Closing. (vii) The Company and Schedules heretoeach Subsidiary shall have delivered to Buyer a certificate, in a form acceptable to Buyer, executed by the Chief Executive Officer of the Company and dated as of each Closing, as to (i) the Signing Resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to Buyer, (ii) the Articles of Association of the Company and (iii) the Memorandum of Association of the Company, each as in effect at each Closing. (viii) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the date of each Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such 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 Datedate of each Closing. The Buyer shall have received a certificate or certificatescertificate, duly executed by the President and Chief Executive Financial Officer of the Company, dated as of the Closing Datedate of each Closing, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited in a form acceptable to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyBuyer. (dix) The Company shall have delivered to Buyer a letter from the Company’s transfer agent certifying the number of Ordinary Shares outstanding on the date of each Closing immediately prior to each such Closing. (x) The Ordinary Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the date of each Closing, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the date of each Closing, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xii) 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 Governmental Entity of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents. (exiii) Trading Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotationa Material Adverse Effect. (fxiv) The Buyer Company shall have received an opinion obtained, if required, approval of the Company's counsel, dated Principal Market to list or designate for quotation (as of the Closing Date, in form, scope and substance reasonably satisfactory to case may be) the Buyer and in substantially the same form as EXHIBIT E attached heretoConversion Shares. (gxv) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as letter on the letterhead of the Company, duly executed by the Chief Financial Officer of the Company, setting forth the wire amounts of Buyer and the wire transfer instructions of the Company for each Closing Date(each, a “Flow of Funds Letter”). (hxvi) The Company shall have delivered to Buyer a certificate, duly executed by the Buyer an executed Accountant Letter auditor of the Company, in a form reasonably acceptable to Buyer, certifying that (x) such auditor is registered with the Public Company Accounting Oversight Board and an executed Law Firm Letter(y) such auditor shall timely and reasonably comply with any request by the Public Company Accounting Oversight Board to audit the books and records of the issuer, as described in Section 3(dd) hereofif any. (ixvii) Prior to the Closing, the The Company and its Subsidiaries shall have delivered to Buyer such other documents, instruments or caused certificates relating to be delivered to each the transactions contemplated by this Agreement as Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienscounsel may reasonably request.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each the Buyer hereunder to purchase the Debenture Preferred Shares and the First Warrants at the Closing First Closing, to purchase the Preferred Shares and, under certain circumstances, the Second Warrants at the Second Closing, as applicable, is subject to the satisfaction, at or before the Closing Date, Date in respect of such closing of each of the following conditions, provided that these conditions are for such the Buyer's sole benefit and may be waived by such the Buyer at any time in its sole discretion: a. With respect to the First Closing and the Second Closing: (ai) The Company shall have executed this Agreement and the Registration Rights AgreementAgreement and the Mutual Release, and delivered the same to the Buyer. (bii) The Statement with Respect to Shares shall have been accepted for filing with the Secretary of State of the Commonwealth of Pennsylvania. (iii) The Company shall have delivered to such the Buyer the duly executed Debenture certificates (in such denominations as the Buyer shall request) representing the Preferred Shares and First Warrants (with respect to the First Closing) or, under certain circumstances, Second Warrants (with respect to the Second Closing) being so purchased in accordance with Section 1 1(b) above. (civ) The Common Stock shall be authorized for quotation on NASDAQ-NM, and trading in the Common Stock (or on NASDAQ-NM generally) shall not have been suspended by the SEC or NASDAQ. Further, the Company shall, after reasonable investigation of the NASDAQ-NM listing requirements, have no knowledge, reason to know or notice that the Common Stock may not be listed on NASDAQ-NM or that the SEC or NASDAQ plans to suspend or is considering suspending trading in the Common Stock (or on NASDAQ-NM generally). (v) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the each Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, date which representations and warranties shall be true and correct as of such dateis other than the Closing 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 each Closing Date. The Buyer shall have received a certificate or certificatescertificate, executed by the President and Chief Executive Officer chief financial officer of the Company, dated as of the each Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer 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 herebyBuyer. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (fvi) The Buyer shall have received an opinion of the Company's counsel, dated as of the each Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E Exhibit "D" attached hereto. (gvii) The Buyer shall have received a Closing Certificate an officer's certificate described in Section 1(b)(v3(c) above, dated as of the each Closing Date. (hviii) The Company shall have delivered to permitted inspection by Klehr, Harrison, Harvey, Branzburg & Ellers, at least two (2) business days priox xx xhe xxxxxxxxle Xxxxxxg Date, of the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to certificates representing the Closing, the Company shall have delivered or caused Preferred Shares to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of issued on such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such LiensClosing Date.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The Buyer's obligation of each Buyer hereunder to purchase the Debenture and Warrants at Property is conditioned upon the satisfaction (or Buyer's written waiver) on or prior to the Closing is subject to the satisfaction, at or before the Closing Date, of each Date of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company There shall have executed this Agreement and exist on the Registration Rights AgreementClosing Date no pending Order prohibiting, and delivered enjoining or restraining Seller from consummating the same transactions contemplated hereby with respect to the BuyerProperty. (b) The Company All consents required to be obtained from, or filing required to be made with, any Governmental Authority or third party in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 abovebeen obtained or made. (c) The Title Company has committed to issue, upon payment of the applicable premium therefor, a 1992 ALTA Owner's Policy of Title Insurance (provided, that in jurisdictions where local regulations require a form of policy other than a 1992 ALTA Owner's Policy, such other required form shall be used) with respect to the Real Property in the form of the title insurance commitment (each, a "Title Commitment") obtained by Buyer from the Title Company and delivered to Seller prior to the Effective Date, showing title to the Real Property vested in Buyer, subject only to the Permitted Exceptions. It shall not be a condition to Closing that Buyer obtain any endorsements or coverages not set forth in the applicable Title Commitment. Seller shall be entitled, by notice to Buyer, to adjourn the Closing one or more times for an aggregate period not to exceed thirty (30) days in order to remove any exceptions to title that are not Permitted Exceptions. Nothing contained herein shall require Seller to bring any action or proceeding or otherwise to incur any expense to correct, discharge or otherwise remove title exceptions or defects with respect to the Property or to remove, remedy or comply with any other grounds for Buyer's refusing to approve title, provided that Seller shall be obligated to remove or discharge, or otherwise cause the Title Company to omit as an exception to title or to insure against collection thereof from or against the Property any mortgages or monetary liens created by Seller, any mechanics' liens or judgment liens that are the obligation of Seller (as opposed to any Tenant or other third party) and any liens and encumbrances voluntarily created by Seller in violation of Section 7.1 (collectively, the "Required Deletion Items"). If on the Closing Date there are any Required Deletion Items, Seller may use any portion of the Purchase Price payable pursuant to Section 2.2(b) to satisfy same, provided the Title Company shall omit such lien or encumbrance as an exception to title. (d) Buyer shall have received estoppel certificates for the Real Property to the extent required by Section 8.4. (e) Each of the documents required to be delivered by Seller pursuant to Section 8.3 shall have been delivered as provided therein and Seller shall not otherwise be in material default of its material obligations hereunder, and all of Seller's representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, herein 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 that any representations and warranties that speak which are made as of a specific date, which representations and warranties specified date shall be true and correct as of such specified 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. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation). (f) The Buyer shall not have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory previously terminated this Agreement pursuant to the Buyer and in substantially the same form as EXHIBIT E attached heretoaccordance with Section 7.7. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Debenture Convertible Note and related Warrants at the Closing is subject to the satisfaction, at or before the applicable Closing Date and in respect of the Closing Date, of each of the following conditions, provided that these conditions ​ ​ ​ are for such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to Buyer the Convertible Note and Warrants so purchased at the Closing and the Company shall have complied in all respects with all obligations under this Agreement and the Registration Rights Agreementother Transaction Documents, including, without limitation, the Convertible Note and delivered the same to the BuyerWarrants. (bii) The Company shall have delivered to such Buyer the duly executed Debenture Each and Warrants in accordance with Section 1 above. (c) The representations every representation and warranties warranty of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such 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. The Buyer shall have received a certificate or certificatescertificate, executed by the President and Chief Executive Officer of the Company, dated as of the Closing Date, to (i) the foregoing effect effect, (ii) verifying the accuracy of Section 7(a)(v) herein, (iii) and as to such other matters as may be reasonably requested by such Buyer including, but not limited in the form reasonably acceptable to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyBuyer. (diii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (iv) 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents. (ev) Trading Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, a Material Adverse Effect and the Company will make application has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the PRINCIPAL MARKET, if legally required relief of debtors instituted by Nasdaq, to have or against the Conversion Shares and the Warrant Shares authorized for quotationCompany. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hvi) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Lettersuch other documents, as described in Section 3(dd) hereof. (i) Prior instruments or certificates relating to the Closing, transactions contemplated by this Agreement reasonably required to consummate the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienstransactions contemplated hereby.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation Buyer’s purchase of the Grid Note at each Buyer hereunder to purchase the Debenture and Warrants 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 such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement and the Registration Rights AgreementSecurity Documents, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants Grid Note in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificatescertificates (the “Officer’s Certificate”), executed by the President and Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET Principal Market shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days Business Days of the Closing, the Company will make application to the PRINCIPAL MARKETPrincipal Market, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v1(b)(v)(B) above, dated as of the Closing Date. (hg) The In accordance with the terms of the Security Documents, the Company shall have delivered to the Buyer an (i) the Security Agreement signed by the Company and each of its subsidiaries, (ii) the Subsidiary Guarantee, duly executed Accountant Letter by each of the Company’s Active Subsidiaries, (iii) certificates representing the Active Subsidiaries' shares of capital stock, along with duly executed blank stock powers, (iv) appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document and an (v) the Patent Security Agreement, duly executed Law Firm Letter, as described in Section 3(dd) hereofby the Company. (ih) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true (A) certified copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five (5) years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Buyers, shall cover any of the Collateral (as defined in the Security Documents) and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such LiensLiens (as defined in the Security Documents); and (B) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Buyers. (i) The Company shall have received funds from Buyers representing their respective Purchase Prices not exceeding their Buyer Limit, individually and not exceeding the Maximum Offering Amount, in an aggregate amount. (j) No Material Adverse Changes have occurred since the date that the Buyer executed this Agreement.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture Shares and the Warrants at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, Date of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:. (a) a. The Company parties shall have executed this Agreement and the Registration Rights AgreementAncillary Agreements, and delivered the same to the Buyerother parties. (b) b. From the date hereof, until the date of the Initial Closing, the Common Stock shall be authorized for quotation on the Exchange and trading in the Common Stock on the Exchange shall not have been suspended by the SEC or the Exchange and trading in securities generally on the Exchange shall have not been suspended or limited nor shall minimum prices have been established for securities traded on the Exchange nor shall a banking moratorium have been declared nor shall there be any material adverse change in any financial market that in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Shares and the Warrants. c. The shareholders of the Company shall have approved the issuance of the Shares, the Warrant, and the Warrant Shares contemplated hereunder, and such approval shall have been obtained in accordance with applicable rules of the NASDAQ SmallCap Market System as if such rules required approval of such issuance(s), regardless of whether approval thereunder is, in fact, required, and such shareholder approval shall have occurred following the filing of the form 10-QSB for the period ended September 30, 1998. d. The Company shall have entered into an employment agreement (the "Employment Agreement") with Xxxxxx Xxxxxxxxx in the form attached as Exhibit 9(d). e. The Company shall have provided to the Buyer any changes to the Schedule of Exceptions delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above3 within five (5) days prior to the Initial Closing Date. (c) f. The representations and warranties of the Company contained herein and not qualified by a materiality standard shall be true and correct in this Agreementall respects as of the date when made, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the Closing Date Initial Closing, as though made at such that time (except for representations and warranties that speak as of a specific date, which ); the representations and warranties of the Company contained herein and qualified by a materiality standard shall be true and correct in all respects as of such the date when made and as of the date of the Initial Closing, as though made at that time (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 Datedate of the Initial Closing, as applicable. The Buyer shall have received a certificate or certificatescertificate, executed by the President and Chief Executive Officer of the Company, dated as of the date of the Initial Closing Date, to the foregoing effect effect. Changes to the Schedule of Exceptions to be delivered in accordance with Section 9(e) will not qualify the representations and as warranties made upon execution of this Agreement or at the date of the Initial Closing; provided, however, that in the event that Buyer determines to such other matters as may proceed with the Initial Closing following the receipt of an updated Schedule of Exceptions, then these representations and warranties will be reasonably requested by such so qualified. g. Buyer including, but not limited to certificates with respect to shall have received the opinion of the Company's Certificate counsel dated as of Incorporation, By-laws and Board the date of Directors' resolutions relating to the transactions contemplated herebyInitial Closing in substantially the form attached hereto as Exhibit 9(e). (dh. The Company shall have executed and delivered to Buyer the Stock Certificate(s) for the Shares being purchased by Buyer and the Certificates representing the Warrants. i. No litigationaction, statutesuit, rule, regulation, executive order, decree, ruling investigation or injunction proceeding before or by any governmental authority shall have been enacted, entered, promulgated commenced or endorsed by or in any court or governmental authority of competent jurisdiction threatened against the Company or any self-regulatory organization having authority over of the matters contemplated hereby officers, directors or affiliates of the Company, which prohibits the consummation of any of seeks to restrain, prevent or change the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC Agreement or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotationRegistration Rights Agreement or which seeks damages in connection with such transactions. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Debenture its Convertible Notes and related Warrants at the Closing is subject to the satisfaction, at or before the each applicable Closing Date and in respect of each such Closing Date, of each of the following conditions, provided that these conditions are for such each Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed this Agreement and delivered to each Buyer each of the Transaction Documents to which the Company is a party and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have duly executed and delivered to such Buyer the duly executed Debenture Convertible Notes and Warrants as is set forth on the applicable Buyer Schedule and the Company shall have complied in accordance all material respects with Section 1 aboveall obligations under this Agreement and the other Transaction Documents, including, without limitation, the Convertible Notes and the Warrants. (cii) The representations Each and warranties every representation and warranty of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such 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. The Each Buyer shall have received a certificate or certificatescertificate, executed by the President and Chief Executive Officer of the Company, dated as of the Closing Date, (i) to the foregoing effect and (ii) verifying the accuracy of Section 7(a)(xii) herein. (iii) The Common Stock (A) shall be designated for quotation on the Principal Market; (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market; and (C) except as disclosed in the SEC Documents, the Company is in compliance with all requirements in order to such maintain quotation on the Principal Market (including reporting requirements under the 1934 Act). (iv) All reports, schedules, registrations, forms, statements, information and other matters as may documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the SEC under the 1934 Act. (v) With regard to the Second Closing, the Registration Statement covering the Registrable Securities shall have been declared effective by the SEC in accordance with the Securities Act, shall be reasonably requested by such Buyer including, but effective and available for the resale of the Registrable Securities and the Company shall have not limited received any notice that the SEC has issued or intends to certificates issue a stop-order with respect to such Registration Statement or that the Company's Certificate SEC has otherwise suspended or withdrawn the effectiveness of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebysuch Registration Statement. (dvi) With regard to the Second Closing, the average daily trading volume of the Common Stock on the Principal Market during the ten (10) days prior to the Second Closing shall exceed $3,000,000. (vii) With regard to the Second Closing, the company shall have obtained the Stockholder Approval. (viii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (ix) 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents, and no actions, suits or proceedings shall be pending by any governmental authority that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents. (ex) Trading Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, a Material Adverse Effect and the Company will make application has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the PRINCIPAL MARKET, if legally required relief of debtors instituted by Nasdaq, to have or against the Conversion Shares and the Warrant Shares authorized for quotationCompany. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hxi) The Company shall have delivered to the each Buyer an executed Accountant Letter and an executed Law Firm Lettersuch other documents, as described in Section 3(dd) hereof. (i) Prior instruments or certificates relating to the Closing, transactions contemplated by this Agreement reasonably required to consummate the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienstransactions contemplated hereby.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants Units 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 such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed this Agreement and delivered to Buyer (i) each of the Registration Rights AgreementTransaction Documents, (ii) the Shares, and delivered (iii) the same Warrant being purchased by Buyer at the Closing pursuant to the Buyerthis Agreement. (bii) The Company shall have delivered to Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such Buyer entity's jurisdiction of formation issued by the duly executed Debenture and Warrants in accordance with Section 1 aboveSecretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Initial Closing Date. (ciii) The Company shall have delivered to Buyer a certificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of a date within 10 days of the Initial Closing Date. (iv) The Company shall have delivered to Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Initial Closing Date. (v) The Company shall have delivered to Buyer a certificate, executed by the Secretary of the Company and dated as of the Initial Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's Board of Directors in a form reasonably acceptable to Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Initial Closing, in the form attached hereto as Exhibit D. (vi) Other than as set forth in the applicable Supplement, the representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hvii) The Company shall have delivered to obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereofsale of the Securities. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants Preferred Shares 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 such each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) a. The Company shall have executed this Agreement and each of the Registration Rights Agreement, Transaction Documents and delivered the same to the Buyer. (b) b. The Company Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 aboveBuyer. (c) c. The Common Stock shall be authorized for quotation on the Nasdaq National Market, trading in the Common Stock shall not have been suspended by the SEC or the Nasdaq National Market and the Conversion Shares and the Warrant Shares shall be listed upon the Nasdaq National Market. d. The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Each Buyer shall have received a certificate or certificatescertificate, executed by the President and Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect effect, in the form attached here to as Exhibit D. e. The Company shall have executed and as delivered to such other matters Buyer the Warrants and the Preferred Stock Certificates (in such denominations as may be reasonably requested Buyer shall have requested) in writing for the Preferred Shares and Warrants being purchased by such Buyer including, but not limited to certificates with respect to at the Company's Certificate of Incorporation, By-laws and Closing. f. The Board of Directors' resolutions relating to Directors of the transactions contemplated hereby. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction Company shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over adopted resolutions authorizing the matters contemplated hereby which prohibits the consummation of any issuance of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the ClosingPreferred Shares, the Company will make application to the PRINCIPAL MARKETWarrants, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotationand the other transactions provided by this Agreement and the Transaction Documents. (f) g. As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares and the exercise of the Warrants, at least 4,357,500 shares of Common Stock. h. The Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. i. Buyer shall have received an the opinion of the Company's counsel, counsel dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E of Exhibit F attached hereto. (g) j. The Buyer Company shall have received delivered to such Buyer a Closing Certificate described certificate evidencing the incorporation and good standing of the Company and each Subsidiary in Section 1(b)(v) above, dated such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. (h) k. The Company shall have delivered to such Buyer a certified copy of the Buyer an executed Accountant Letter and an executed Law Firm Letter, Certificate of Incorporation as described in Section 3(dd) hereofcertified by the Secretary of State of the State of Delaware within 10 days of the Closing Date. (i) Prior to the Closing, the l. The Company shall have delivered or caused to be such Buyer a secretary's certificate, dated as the Closing Date, as to (i) the resolutions described in Section 7(g) and (ii) the Bylaws, each as in effect at the Closing. m. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Securities pursuant to this Agreement in compliance with such laws. n. The Company shall have delivered to each such Buyer true copies of UCC search results, listing all effective financing statements which name such other documents relating to the transactions contemplated by this Agreement as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person Buyer or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienscounsel reasonably request.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants 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 such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Security Documents and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificatescertificates (the “Officer’s Certificate”), executed by the President and Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET Principal Market shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days Business Days of the Closing, the Company will make application to the PRINCIPAL MARKETPrincipal Market, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated a Closing Legal Opinion as of the Closing Date, further described in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached heretoSection 1(b)(v)(C) hereof. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v1(b)(v)(B) above, dated as of the Closing Date. (h) The In accordance with the terms of the Security Documents, the Company shall have delivered to the Buyer an (i) the Security Agreement signed by the Company and each of its subsidiaries, (ii) the Subsidiary Guarantee, duly executed Accountant Letter by each of the Company’s Active Subsidiaries, (iii) certificates representing the Active Subsidiaries' shares of capital stock, along with duly executed blank stock powers, (iv) appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document and an (v) the Patent Security Agreement, duly executed Law Firm Letter, as described in Section 3(dd) hereofby the Company. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true (A) certified copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five (5) years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Buyers, shall cover any of the Collateral (as defined in the Security Documents) and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such LiensLiens (as defined in the Security Documents); and (B) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Buyers. (j) The Company shall have received funds from Buyers representing their respective Purchase Prices in an aggregate amount equal to at least the Minimum Offering Amount and not exceeding the Maximum Offering Amount. (k) The Company shall have received the RBC Lien Release and a duly executed UCC-3 releasing any associated security interest. (l) No Material Adverse Changes have occurred since the date that the Buyer executed this Agreement. (m) Sass Xxxxxx, CEO of the Company, shall have executed a letter to the Buyers, in the form of the letter attached hereto a Exhibit H, stating that he shall vote his shares in favor of any amendment to the Company’s Certificate of Incorporation or other governing documents necessary to ensure the Company’s compliance with its obligations under Section 4(e) of the Purchase Agreement (the “Voting Letter Agreement”).

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The Buyer's obligation of each Buyer hereunder to purchase the Debenture and Warrants at Property is conditioned upon the satisfaction (or Buyer's written waiver) on or prior to the Closing is subject to the satisfaction, at or before the Closing Date, of each Date of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company There shall have executed this Agreement and exist on the Registration Rights AgreementClosing Date no pending Order prohibiting, and delivered enjoining or restraining Seller from consummating the same transactions contemplated hereby with respect to the BuyerProperty. (b) The Company All consents required to be obtained from, or filing required to be made with, any Governmental Authority or third party in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 abovebeen obtained or made. (c) The Title Company has committed to issue, upon payment of the applicable premium therefor, a 1992 ALTA Owner's Policy of Title Insurance (provided, that in jurisdictions where local regulations require a form of policy other than a 1992 ALTA Owner's Policy, such other required form shall be used) with respect to the Real Property in the form of the title insurance commitment (each, a "Title Commitment") obtained by Buyer from the Title Company and delivered to Seller prior to the effective date, showing title to the Real Property vested in Buyer, subject only to the Permitted Exceptions. It shall not be a condition to Closing that Buyer obtain any endorsements or coverages not set forth in the applicable Title Commitment. Seller shall be entitled, by notice to Buyer, to adjourn the Closing one or more times for an aggregate period not to exceed thirty (30) days in order to remove any exceptions to title that are not Permitted Exceptions. Nothing contained herein shall require Seller to bring any action or proceeding or otherwise to incur any expense to correct, discharge or otherwise remove title exceptions or defects with respect to the Property or to remove, remedy or comply with any other grounds for Buyer's refusing to approve title, provided that Seller shall be obligated to remove or discharge, or otherwise cause the Title Company to omit as an exception to title or to insure against collection thereof from or against the Property any mortgages or monetary liens created by Seller, any mechanics' liens or judgment liens that are the obligation of Seller (as opposed to Tenant or other third party) and any liens and encumbrances voluntarily created by Seller in violation of Section 7.1 (collectively, the "Required Deletion Items"). If on the Closing Date there are any Required Deletion Items, Seller may use any portion of the Purchase Price payable pursuant to Section 2.2(b) to satisfy same, provided the Title Company shall omit such lien or encumbrance as an exception to title. (d) Buyer shall have received the estoppel certificate required by Section 8.4. (e) Each of the documents required to be delivered by Seller pursuant to Section 8.3 shall have been delivered as provided therein and Seller shall not otherwise be in material default of its material obligations hereunder, and all of Seller's representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, herein 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 that any representations and warranties that speak which are made as of a specific date, which representations and warranties specified date shall be true and correct as of such specified 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. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation). (f) The Buyer shall not have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory previously terminated this Agreement pursuant to the Buyer and in substantially the same form as EXHIBIT E attached heretoaccordance with Section 7.7. (g) The Buyer Seller shall have received a Closing Certificate described in Section 1(b)(v) above, dated as substantially completed construction of the Closing Date"Lessor's Improvements" (as defined in the Existing Lease), excluding punch list items, and the Commencement Date under (and as defined in) the Existing Lease shall have occurred. (h) The Company GMH Development Group, Inc., Contractor under that certain Design/Build and Development Agreement dated May 30th 1997 with Seller, shall have delivered to Buyer a written acknowledgment that it has been paid all amounts due and owing under such agreement other than final retainage amounts and amounts on account of the Buyer an executed Accountant Letter and an executed Law Firm Letter, completion of "punch list" items then remaining to be completed as described in Section 3(dd) hereofagreed upon with Seller. (i) Prior Subject to Buyer's rights under Section 7.1(b) below, Seller and Tenant shall have executed and delivered a Lease Amendment Agreement to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such LiensExisting Lease.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture its Debentures and Warrants 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 such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement the Debentures and the Registration Rights Agreement, and delivered the same to the such Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and certificates representing the Warrants in accordance with Section 1 1(b) above. (c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to such Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. (d) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Each Buyer shall have received a certificate or certificates, executed by the President and Chief Executive Officer 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 such Buyer including, but not limited to certificates with respect to attaching thereto certified copies of the Company's ’s Certificate of Incorporation, By-laws and Board board of Directors' directors’ resolutions relating to the transactions contemplated hereby. (de) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (ef) An additional listing application to authorize the Conversion Shares and the Warrant Shares for quotation on the NYSE shall have been filed with the NYSE no later than five (5) Trading Days after Closing and trading in the Common Stock on the PRINCIPAL MARKET NYSE shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotationNYSE. (fg) The Such Buyer shall have received an opinion of the Company's ’s counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the such Buyer and in substantially the same form as EXHIBIT E Exhibit “D” attached hereto. (gh) The Buyer No material adverse change in the business, operations, assets, financial condition, results of operations, or properties of the Company and its Subsidiaries, if any, taken as a whole, shall have received a Closing Certificate described in Section 1(b)(v) above, dated as occurred from the date of this Agreement to the Closing Date. (hi) The Company Such Buyer shall have delivered received reasonably satisfactory evidence that not less than a number of shares of Common Stock equal to 120% of the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, Conversion Shares and the results Warrant Shares have been reserved for issuance upon the conversion of searches for any tax lien the Debentures and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liensexercise of the Warrants.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The Buyer's obligation of each Buyer hereunder to purchase the Debenture and Warrants at securities from the Company on the Closing Date is subject to conditioned upon satisfaction of the satisfaction, at following conditions precedent on or before the Closing Date, Date (any or all of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and which may be waived by such the Buyer at any time in its sole discretion:): (a1) The Company Trustee shall have executed this Agreement and delivered to the Company the Indenture and the Registration Rights Agreementapplicable Supplemental Indenture and copies thereof, as so executed and duly executed and delivered by the same Company, shall have been furnished to the Buyer.; (b2) The Company Buyer shall have delivered received customary search reports of the relevant Uniform Commercial Code filing offices, the content of which reports shall be reasonably satisfactory to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above.Buyer; (c3) If the securities being sold by the Company will be secured by any Collateral, all filings of financing statements necessary or appropriate under the Uniform Commercial Code in connection with the applicable Supplemental Indenture shall have been made and the Buyer shall have received reasonably satisfactory evidence of such filings; (4) On the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement; (5) The representations and warranties of the Company contained in the Transaction Documents shall have been true and correct on the date of this Agreement, as modified by the Exhibits Agreement and Schedules hereto, shall be true and correct in all material respects on the Closing Date as of the date when made if given on and as of the Closing Date as though made at such time (except for representations and warranties that speak given as of a specific date, which representations and warranties shall be true and correct as of such datedate and except for the approvals and filings referred to in clauses (3) and (5) of Section 4(g), which shall have been obtained or made on or before the Closing Date), and on or before the Closing Date the Company shall have performed, satisfied performed all covenants and complied agreements of the Company contained herein or in all material respects with any of the covenants, agreements and conditions other Transaction Documents required by this Agreement to be performed, satisfied or complied with performed by the Company at on or prior to before the Closing Date. The Buyer ; (6) If the securities being sold by the Company constitute Notes, no event which, if such Notes were outstanding, would constitute an Event of Default or which, with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have received a certificate occurred and be continuing; (7) No stop order or certificatessimilar proceeding relating to the Registration Statement shall be pending or threatened; the Company shall have filed the applicable Prospectus Supplement with the SEC; and, executed by on or after the President date of execution and Chief Executive Officer delivery of the Company, dated as of this Agreement but on or before the Closing Date, the Company shall not have made or filed with the SEC any amendment or supplement to the foregoing Registration Statement or the Prospectus other than such Prospectus Supplement; (8) The Company shall have delivered to the Buyer a certificate, dated the Closing Date, duly executed by its Chief Executive Officer or Chief Financial Officer, to the effect set forth in subparagraphs (4), (5), (6) and (7) of this Section 7(b); (9) The Company shall have delivered to the Buyer a certificate, dated the Closing Date, of the Secretary of the Company certifying (1) the Certificate of Incorporation and By-Laws of the Company as in effect on the Closing Date, (2) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby and (3) such other matters as may be reasonably requested by such Buyer 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.Buyer; (d10) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction The Transfer Agent shall have acknowledged in writing receipt of the Issuing Agent Instruction and a copy of such acknowledgment shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over furnished to the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.Buyer; (e11) Trading in On the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the ClosingClosing Date, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of counsel for the Company's counsel, dated as of the Closing Date, addressed to the Buyer, in form, scope and substance reasonably satisfactory to the Buyer and Buyer, substantially in substantially the same form as EXHIBIT E attached hereto.of ANNEX V to this Agreement; (g12) The On the Closing Date, the Buyer shall have received a Closing Certificate described in Section 1(b)(v) abovean opinion of General Counsel of the Company, dated as of the Closing Date., addressed to the Buyer, in form, scope and substance reasonably satisfactory to the Buyer, substantially in the form of ANNEX VI to this Agreement; (h13) The On the Closing Date, (i) trading in securities on the New York Stock Exchange, Inc., the American Stock Exchange, Inc., or the Nasdaq shall not have been suspended or materially limited and (ii) a general moratorium on 32 commercial banking activities in the State of California or the State of New York shall not have been declared by either federal or state authorities; and (14) After the date of this Agreement but on or prior to the Closing Date the Company shall have filed with the SEC or delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described for use in Section 3(dd) hereof. (i) Prior connection with the sale of Securities to the ClosingBuyer any amendment or supplement to the Registration Statement or the Prospectus, or filed with the Company shall have delivered or caused SEC any document under the 1934 Act which is deemed to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed incorporated by reference in the prior five years to perfect an interest Registration Statement or the Prospectus, in any assets thereofsuch case which amendment, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person supplement or its property, which results, except as otherwise agreed to in writing document has not been approved by the Buyers shall not show any such Liens.Buyer; and

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The Buyer’s obligation of each Buyer hereunder to purchase the Debenture Note and acquire the Warrants at from the Company on each Closing is Date under this Agreement are subject to the satisfaction, at or before the Closing Date, of each satisfaction of the following conditions, provided that these conditions are for precedent on or before such Buyer's sole benefit and Closing Date (any or all of which may be waived by such the Buyer at any time in its sole discretion:): (a) The Company Trustee shall have executed this Agreement and delivered to the Company the Indenture and the Registration Rights AgreementSupplemental Indenture and copies thereof, as so executed and duly executed and delivered by the same Company, shall have been furnished to the Buyer.; (b) The Company On such Closing Date, no legal action, suit or proceeding shall have delivered be pending or threatened which seeks to such Buyer restrain or prohibit the duly executed Debenture and Warrants in accordance with Section 1 above.transactions contemplated by the Transaction Documents; (c) The representations and warranties of the Company contained in the Transaction Documents shall have been true and correct on the date of this Agreement, as modified by the Exhibits Agreement and Schedules hereto, shall be true and correct in all material respects on such Closing Date as of the date when made if given on and as of the such Closing Date as though made at such time (except for representations and warranties that speak given as of a specific date, which representations and warranties shall be true and correct as of such date) ); and on or before such Closing Date the Company shall have performed, satisfied performed all covenants and complied agreements of the Company contained herein or in all material respects with any of the covenants, agreements and conditions other Transaction Documents required by this Agreement to be performed, satisfied or complied with performed by the Company at on or prior to the before such Closing Date. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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.; (d) No litigationevent which, statuteif the Note were outstanding, rule(1) would constitute an Event of Default or which, regulationwith the giving of notice or the passage of time, executive orderor both, decree, ruling or injunction would constitute an Event of Default shall have been enactedoccurred and be continuing or (2) would constitute a Repurchase Event or, enteredwith the giving of notice or the passage of time, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.both, would constitute a Repurchase Event shall have occurred and be continuing; (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer a certificate, dated such Closing Date, duly executed by its Chief Executive Officer or Chief Financial Officer, to the effect set forth in subparagraphs (b), (c) and (d) of this Section 7; (f) The Company shall have delivered to the Buyer a certificate, dated such Closing Date, of the Secretary of the Company certifying (1) the Certificate of Incorporation and By-Laws of the Company as in effect on the Closing Date, (2) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby and (3) such other matters as reasonably requested by the Buyer; (g) On such Closing Date, the Buyer shall have received an executed Accountant Letter opinion of counsel for the Company, dated such Closing Date, addressed to the Buyer, substantially in the form attached as Annex V to this Agreement with references to the Notes and an executed Law Firm LetterWarrants being issued at such closing and the shares of Common Stock underlying such Notes and Warrants; (h) On such Closing Date, as described (i) trading in Section 3(ddsecurities on the New York Stock Exchange, Inc., the American Stock Exchange, Inc., or the Nasdaq shall not have been suspended or materially limited and (ii) hereof.a general moratorium on commercial banking activities in the State of California or the State of New York shall not have been declared by either federal or state authorities; and (i) Prior On or prior to the ClosingInitial Closing Date, the Company shall have delivered received a written consent or caused to be delivered to each Buyer true copies waiver from GMAC appropriate for consummation of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing transactions contemplated by the Buyers shall not show any such LiensTransaction Documents.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants Note at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its Buyer’s sole discretion: (a) a. The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) b. The Company shall have delivered to such Buyer the duly executed Debenture and Warrants Note (in such denominations as Buyer shall request) in accordance with Section 1 1(b) above. (c) c. The Transfer Agent Instruction Letter, in the form attached hereto as Exhibit C, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent Island Stock Transfer. d. The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotationCompany. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) h. The Company shall have delivered to Buyer a certificate evidencing the Buyer an executed Accountant Letter formation and an executed Law Firm Lettergood standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as described in Section 3(ddof a date within ten (10) hereofdays of the Closing Date. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The Buyer's obligation of each Buyer hereunder to purchase the Debenture Note and acquire the Warrants at from the Company on the Closing Date is subject to conditioned upon satisfaction of the satisfaction, at following conditions precedent on or before the Closing Date, Date (any or all of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and which may be waived by such the Buyer at any time in its sole discretion:): (a) The Company Trustee shall have executed this Agreement and delivered to the Company the Indenture and the Registration Rights AgreementSupplemental Indenture and copies thereof, as so executed and duly executed and delivered by the same Company, shall have been furnished to the Buyer.; (b) The Company Buyer shall have delivered received customary search reports of the relevant Uniform Commercial Code filing offices, the content of which reports shall be reasonably satisfactory to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above.Buyer; (c) All filings of financing statements necessary or appropriate under the Uniform Commercial Code in connection with the Supplemental Indenture shall have been made and the Buyer shall have received reasonably satisfactory evidence of such filings; (d) On the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement; (e) The representations and warranties of the Company contained in the Transaction Documents shall have been true and correct on the date of this Agreement, as modified by the Exhibits Agreement and Schedules hereto, shall be true and correct in all material respects on the Closing Date as of the date when made if given on and as of the Closing Date as though made at such time (except for representations and warranties that speak given as of a specific date, which representations and warranties shall be true and correct as of such datedate and except for the approvals and filings referred to in clauses (3) and the Company (5) of Section 4(g), which shall have performedbeen obtained or made on or before the Closing Date); provided, satisfied however, that the truth and complied in all material respects with correctness thereof on the covenants, agreements and conditions required by this Agreement Closing Date shall be determined without regard to be performed, satisfied any report or complied with document filed by the Company at with the SEC on or after the date of execution and delivery of this Agreement and on or prior to the Closing Date. The Buyer , notwithstanding that any such report or document may be incorporated by reference into the Registration Statement or the Prospectus; and on or before the Closing Date the Company shall have received a certificate performed all covenants and agreements of the Company contained herein or certificates, executed in any of the other Transaction Documents required to be performed by the President and Chief Executive Officer of the Company, dated as of Company on or before the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation.; (f) The Buyer No event which, if the Note were outstanding, (1) would constitute an Event of Default or which, with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have received an opinion occurred and be continuing or (2) would constitute a Repurchase Event or, with the giving of notice or the Company's counselpassage of time, dated as of the Closing Dateor both, in form, scope would constitute a Repurchase Event shall have occurred and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto.be continuing; (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered No stop order or similar proceeding relating to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, Registration Statement shall be pending or threatened; the Company shall have delivered filed the Prospectus Supplement with the SEC; and, on or caused to be delivered to each Buyer true copies after the date of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.execution and

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The Company understands that each Buyer's obligation of each Buyer hereunder to purchase the Debenture and Warrants at Preferred Stock on the Closing Date is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretionconditioned upon: (a) The a. Acceptance by the Company shall have executed of an Agreement for the sale of Preferred Stock and the Warrants, as evidenced by execution of this Agreement and all agreements annexed hereto by the Registration Rights Agreement, and delivered Company; b. Delivery by the same Company to the Buyer. (b) The Company shall have delivered to such Buyer Escrow Agent of the duly executed Debenture original shares of Preferred Stock and the Warrants in accordance with Section 1 above.this Agreement; (c) c. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement as if made on the Closing Date, except for representation and warranties that are expressly made as modified of a particular date, and the performance by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of Company on or before the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions of the Company required by this Agreement, the Registration Rights Agreement, the Escrow Agreement and the Warrants to be performed, satisfied performed on or complied with by the Company at or prior to before the Closing Date. The ; and d. On the Closing Date, the Buyer shall have having received a certificate or certificates, executed by the President and Chief Executive Officer an opinion of counsel for the Company, dated as of the such Closing Date, in form, scope and substance reasonably satisfactory to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer includingBuyer, but not limited to certificates with respect to the Company's Certificate effect set forth in Exhibit 4(q) attached hereto, and the Registration Rights Agreement annexed hereto as Exhibit 4(e). e. The Company shall have obtained all permits and qualifications required by any state for the offer and sale of Incorporationthe Preferred Stock and the Warrants, By-or shall have the availability of exemptions therefrom. The sale and issuance of the Preferred Stock and the Warrants shall be legally permitted by all laws and Board of Directors' resolutions relating regulations to which the transactions contemplated herebyCompany is subject. (d) f. 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 materially prohibits or directly, materially and adversely affects any self-regulatory organization having authority over of the matters transactions contemplated hereby which prohibits by this Agreement, and no proceeding shall have been commenced that may have the consummation effect of materially prohibiting or adversely affecting any of the transactions contemplated by this Agreement. (e) Trading in g. The trading of the Common Stock is not suspended by the SEC, the Nasdaq Small Cap Market or such other exchange, and the Common Stock shall have been approved for listing or quotation on the PRINCIPAL MARKET and shall not have been suspended by the SEC or delisted from the Nasdaq andSmall Cap Market. The issuance of shares of Preferred Stock and the Warrants with respect to the applicable Closing, within two (2) business days if any, shall not violate the shareholder approval requirements of the Closing, Nasdaq Small Cap Market. h. The parties hereto shall have entered into the Company will make application Escrow Agreement to hold the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares Preferred Stock and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of Warrants issuable upon the Closing DateDate and the Purchase Prices due hereunder, which shall remain in form, scope full force and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated effect as of the Closing Date. i. On the Closing Date the Company will deliver a certificate of an officer of the Company confirming the satisfaction of the conditions set forth in Sections 9(c) and (hf) The Company hereof; provided that the statements regarding compliance with Section 9(f) shall have delivered be limited to rules, regulations, orders, executive degrees, rulings, injunctions or proceedings applicable to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereofCompany. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each the Buyer hereunder to purchase the Debenture and Warrants Common Shares 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 such the Buyer's sole benefit and may be waived by such the Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) a. The Company shall have executed this Agreement and each of the Registration Rights Agreement, Transactional Documents and delivered the same to the Buyer; b. At least five (5) business days prior to Closing, the Company shall have delivered all schedules and exhibits referenced in this Agreement and required to be attached to this Agreement pursuant to its terms, and the Buyer shall be satisfied with the content and scope of such schedules and exhibits in its sole discretion; c. At least five (5) business days prior to Closing, the Company shall have delivered audited financial statements for the year ended December 31, 2000 and for the interim period from January 1, 2001 through September 30, 2001 (collectively, the "Financial Statements"). The Financial Statements shall have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved except as may be otherwise indicated in such Financial Statements or the notes thereto and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended. The Financial Statements shall be accompanied by an Officer's Certificate attesting to the foregoing and that after due inquiry, no event, liability, development or circumstance has occurred or exists, with respect to the Company or its business, properties, operations or financial condition, that would be required to be disclosed by the Company in the Financial Statements. (b) d. The Company shall have delivered an Officer's Certificate stating that there has been no material adverse change since September 30, 2001 in the financial position or results of operations of the Company or in its business, affairs, and the capitalization, properties, business and management of the Company conform in all material respects to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 abovedescriptions thereof contained herein. e. The Company shall have delivered an investment letter signed by Granite Financial Group, Inc. in the form attached hereto as Exhibit H. f. The Company shall have delivered a waiver letter in the form attached hereto as Exhibit I executed by each of Dr. Villeponteau and Mr. Ridz (ci) xxxxxxx xxx xxxxensation due them under their respective Employment Agreements through the Closing until the earlier of such time as the Company shall have received a lump sum investment of at least $2 million from a corporate partnership or upon the occurrence of a Separation Event, (ii) stating that the Employment Agreement is not in default and the consummation of the transactions contemplated by this Agreement will not result in an event of default or require the Company to take any of the actions set forth in Section 3.2 of the Employment Agreement, and (iii) agreeing that the possible failure of the Company to compensation such employee pursuant to the terms of the Employment Agreement from the Closing until the occurrence of a Separation Event shall not be deemed to be a default under the Employment Agreement. g. The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct correct, in all material respects respects, as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied complied, in all material respects respects, with the covenants, agreements and conditions required by this Agreement the Transactional Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. ; h. The Company shall have executed and delivered to the Buyer the certificates representing Common Shares (in such denominations as the Buyer shall have received a certificate or certificates, executed request) for the Common Shares being purchased by the President and Chief Executive Officer Buyer at the Closing; i. There shall have been no material adverse change in the business, operations, assets, prospects, financial condition or results of operations of the Company; j. No preliminary or permanent injunction, dated as or other order decreed by any federal or state court which prevents the consummation of the Closing Datethis Agreement shall have been issued and remain in effect (each party agrees to use its reasonable efforts to have any such injunction, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer includingorder or decree lifted). No governmental authority shall have enacted any statute, but not limited to certificates with respect to the Company's Certificate rule or regulation that would prevent consummation of Incorporation, By-laws and Board of Directors' resolutions relating to this Agreement or make the transactions contemplated hereby.hereby illegal; and (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) k. The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, such other documents relating to the transactions contemplated by this Agreement as described in Section 3(dd) hereofthe Buyer or its counsel may reasonably request. (i) Prior to the Closing, the l. The Company shall have delivered or caused to be delivered to each the Buyer true copies of UCC search resultsa lock-up agreement, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years form attached hereto as Exhibit G, agreeing in the event that the Buyer undertakes an underwritten public offering not to perfect an interest in any assets thereofsell, together with copies transfer or otherwise dispose of the Buyer's Shares following such financing statements, and the results of searches offering for any tax lien and judgment lien filed against such Person or its property, a period no longer than that which results, except as otherwise is agreed to in writing upon by the Buyers shall not show any Buyer's officers, directors and principal shareholders in conjunction with such Liensoffering.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants Shares from the Company at the Closing is subject to the satisfaction, fulfillment at or before the Closing Date, of each of the following conditions, provided that these . These conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) 7.1. The Company shall have executed this Agreement and the Registration Rights Agreement, Ancillary Agreements and shall have delivered the same such executed agreements to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) 7.2. The representations and warranties of the Company contained in this Agreement, as modified by and the Exhibits and Schedules hereto, shall LLC must 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 that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall must be true and correct as of such date) ), and the Company shall and the LLC must have performed, satisfied performed and complied in all material respects with the covenants, agreements obligations and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company and the LLC (as the case may be) at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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 herebyClosing. (d) 7.3. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The 7.4. Buyer shall have received an opinion of counsel to the Company's counselCompany and to the LLC, dated as of the Closing Date, in form, scope and substance form reasonably satisfactory to the Buyer and Buyer, addressing the matters set forth in substantially the same form as EXHIBIT E attached Exhibit B hereto. (g) The 7.5. Buyer shall have received fully-executed employment agreements in substantially the form attached hereto as Exhibit C from each of Alan Gaines, Amiel David and Xxxxxxx Xxxen. 7.0. Xxx xxxxx or security interests placed on the Sites or the assets of the Company shall have been released or shall have been expressly approved by Buyer. 7.7. All consents, reviews and approvals from Governmental or Regulatory Authorities that are necessary to complete the transactions contemplated in this Agreement, including but not limited to Hart-Scott-Rodino Act of 1976 xxxxxxxxxxxx, xxll have been obtained. 7.8. Any legally required consents of any lender or financial institution, the Board of Directors of Buyer and Company and the consent of the shareholders of Company, shall have been obtained. 7.9. The Company's Board of Directors shall have amended the Company's By-laws to (i) increase the number of directors to seven (7); and (ii) designate new officer positions of Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. 7.10. The Company shall have delivered to Buyer (i) a certificate, executed by the Chairman/CEO of the Company and dated as of the Effective Date, certifying that the conditions set forth in Sections 7.2 have been fulfilled; (ii) a certificate attaching (A) copies of the resolutions approving the transactions contemplated in this Agreement as adopted by the Company's Board of Directors, (B) the Articles of Incorporation and By-laws as in effect immediately prior to the Effective Date; and (C) a certificate of good standing of Company issued by the Secretary of State of the State of Delaware as of a date not more than ten (10) days prior to the Closing Certificate described Date, certified in the case of (A) and (B) as of the Effective Date by the Secretary of the Company as being true, correct and complete. 7.11. The LLC shall have delivered to Buyer (i) a certificate, executed by the Manager of the LLC and dated as of the Effective Date, certifying that the conditions set forth in Sections 7.2 as relate to the LLC have been fulfilled; (ii) a certificate attaching (A) copies of the resolutions of the LLC's Manager approving the LLC's joinder to this Agreement, (B) the Articles of Organization and Operating Agreement as in effect immediately prior to the Effective Date; and (C) a certificate of good standing of the LLC issued by the Secretary of State of the State of Texas as of a date not more than ten (10) days prior to the Closing Date, certified in the case of (A) and (B) as of the Effective Date by the Manager of the LLC as being true, correct and complete. 7.12. The Company shall have issued an additional 58,333 shares of Common Stock of the Company to VOG, pursuant to that certain letter agreement dated the 25th day of March, 2004 entered into by and among the Company, VOG, and the LLC. 7.13. Chris Lautenslager shall have xxxxxxxxx xx xxx Company a written notice of resignation effective as of the Closing Date pursuant to Section 1(b)(v) above3.03 of the Company's By-laws. 7.14. Buyer shall have received an opinion of oil and gas counsel to the Company, dated as of the Closing Date, in form reasonably satisfactory to the Buyer, addressing the matters set forth in Exhibit D hereto. (h) The Company 7.15. Buyer shall have delivered to received from Company's transfer agent a certification of all of the Buyer an executed Accountant Letter and an executed Law Firm Letter, outstanding shares of the Company's capital stock as described in Section 3(dd) hereofof the Closing Date. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants Securities 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 such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) a. The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have has delivered to such Buyer Buyer’s attorney the duly executed Debenture Note and Warrants the Shares in accordance with Section 1 1(c) above. (c) b. The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be are 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, which representations and warranties shall be true and correct as of such date) and the Company shall will 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. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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. (d) c. No litigation, statute, rule, regulation, executive order, decree, ruling ruling, or injunction shall have has been enacted, entered, promulgated promulgated, or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock d. No event has occurred that reasonably could be expected to have a Material Adverse Effect on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotationCompany. (f) e. The Company has delivered to Buyer shall have received an opinion of the Company's counsela secretary’s certificate, dated as of the Closing Date, certifying attached copies of (A) the Organizational Documents of the Company (B) the resolutions of the Company’s Board approving this Agreement and the transactions contemplated hereby; and (C) the incumbency of each authorized officer of the Company signing this Agreement and any other documents required to be executed or delivered in form, scope connection herewith and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached heretotherewith. (g) f. The Company has delivered to Buyer shall have received a Closing Certificate described in Section 1(b)(v) abovecertificate of an executive officer of the Company, dated as of the Closing Date, confirming the accuracy of the Company’s representations, warranties, and covenants as of the Closing Date and confirming the compliance by the Company with the conditions precedent set forth in this Section 7 as of the Closing Date. (h) The Company shall have delivered to g. No stop order or suspension of trading has been imposed by the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered Commission or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor any other governmental or regulatory body having jurisdiction over the Company or any of its Subsidiaries filed the Trading Market(s) where the Common Stock is listed or quoted, with respect to public trading in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statementsCommon Stock. h. Pxxxxx Xxxx has been appointed, and has accepted such appointment, as Chief Executive Officer and Chairman of the results Board of searches for any tax lien and judgment lien filed against such Person Directors of the Company. i. Substantially all of the outstanding debt of the Company has been repaid or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liensconverted into shares of Common Stock.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The Buyer's obligation of each Buyer hereunder to purchase the Debenture and Warrants at Properties is conditioned upon the satisfaction (or Buyer's written waiver) on or prior to the Closing is subject to the satisfaction, at or before the Closing Date, of each Date of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company There shall have executed this Agreement and exist on the Registration Rights AgreementClosing Date no pending Order prohibiting, and delivered enjoining or restraining any Seller from consummating the same transactions contemplated hereby with respect to the Buyerany Property. (b) The Company Except as set forth in Section 3.5, all consents required to be obtained from, or filing required to be made with, any Governmental Authority or third party in connection with the execution and delivery of this Agreement by Sellers or the consummation by Sellers of the transactions contemplated hereby shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 abovebeen obtained or made. (c) The Title Company shall have issued or shall have committed to issue, upon payment of the applicable premium therefor, a 1970 ALTA Owner's Policy of Title Insurance (provided, that in jurisdictions where local regulations require a form of policy other than a 1970 ALTA Owner's Policy, such other required form shall be used) with respect to each Real Property in the form of the title insurance commitment or preliminary title report issued by the Title Company and delivered to Buyer prior to the date hereof (each, a "Title Commitment"), showing title to such Real Property vested in Buyer or the Partnership, subject only to the Permitted Exceptions. It shall not be a condition to Closing that Buyer obtain any endorsements or coverages not set forth in the applicable Title Commitment. Nothing contained herein shall require any Seller to bring any action or proceeding or otherwise to incur any expense to correct, discharge or otherwise remove title exceptions or defects with respect to any Property or to remove, remedy or comply with any other grounds for Buyer's refusing to approve title, provided that the applicable Seller shall be obligated to remove or discharge, or otherwise cause the Title Company to omit as an exception to title or to insure against collection thereof from or against any Property any mortgages created by such Seller, any mechanics' liens or judgment liens that are the obligation of such Seller (as opposed to any Tenant or other third party) and any liens and encumbrances voluntarily created by such Seller in violation of Section 7.1 (collectively, the "Required Deletion Items"). If on the Closing Date there are any liens or encumbrances affecting any Real Property subject to which Buyer is not obligated to accept title, the applicable Seller may use any portion of the Purchase Price payable pursuant to Section 2.2(b) to satisfy same, provided the Title Company shall omit such lien or encumbrance as an exception to title, and provided further that such Seller shall apply the Purchase Price payable pursuant to Section 2.2(b) to satisfy all Required Deletion Items. In furtherance of the foregoing provisions of this Section 3.1(c), the parties shall use reasonable efforts to enter into, prior to October 1, 1997, a three-party agreement with the Title Company (a "Title Agreement"), in a form mutually acceptable to Buyer and Sellers, pursuant to which the Title Company irrevocably agrees to issue on the Closing Date a title insurance policy for each Property meeting the requirements of this Section 3.1(c), subject only to (i) delivery of a Sellers' affidavit in the form of Exhibit L attached hereto (the "Sellers' Affidavit"), (ii) payment of the applicable premiums, (iii) confirmation that no new lien or encumbrance has been filed of record after the date of such Title Agreement and (iv) such other matters as are acceptable to Sellers and Buyer. (d) Buyer shall have received estoppel certificates for each Real Property to the extent required by Section 8.4. (e) Each of the documents required to be delivered by Sellers pursuant to Section 8.3 shall have been delivered as provided therein and Sellers shall not otherwise be in material default of their material obligations hereunder, and all of Sellers' representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, herein 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall not have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory previously terminated this Agreement pursuant to the Buyer and in substantially the same form as EXHIBIT E attached heretoaccordance with Section 7.7. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Debenture its Convertible Notes and Warrants at the Closing is subject to the satisfaction, at or before the each applicable Closing Date and in respect of each such Closing Date, of each of the following conditions, provided that these conditions are for such each Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed this Agreement and delivered to each Buyer each of the Transaction Documents to which the Company is a party and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have duly executed and delivered to such Buyer the duly executed Debenture Convertible Notes and Warrants as is set forth on the applicable signature page hereto and the Company shall have complied in accordance all material respects with Section 1 aboveall obligations under this Agreement and the other Transaction Documents, including, without limitation, the Convertible Notes and the Warrants. (cii) The representations Each and warranties every representation and warranty of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such 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. The Each Buyer shall have received a certificate or certificatescertificate, executed by the President and Chief Executive Officer of the Company, dated as of the Closing Date, (i) to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates with respect to (ii) verifying the Company's Certificate accuracy of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebySection ‎7(a)(vi) herein. (diii) The Ordinary Shares (A) shall be designated for quotation on the Principal Market; and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (v) 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents, and no actions, suits or proceedings shall be pending by any governmental authority that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents. (evi) Trading Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, a Material Adverse Effect and the Company will make application has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the PRINCIPAL MARKET, if legally required relief of debtors instituted by Nasdaq, to have or against the Conversion Shares and the Warrant Shares authorized for quotationCompany. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hvii) The Company shall have delivered to the each Buyer an executed Accountant Letter and an executed Law Firm Lettersuch other documents, as described in Section 3(dd) hereof. (i) Prior instruments or certificates relating to the Closing, transactions contemplated by this Agreement reasonably required to consummate the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienstransactions contemplated hereby.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The Buyer's obligation of each Buyer hereunder to purchase the Debenture and Warrants at Properties is conditioned upon the satisfaction (or Buyer's written waiver) on or prior to the Closing is subject to the satisfaction, at or before the Closing Date, of each Date of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company There shall have executed this Agreement and exist on the Registration Rights AgreementClosing Date no pending Order prohibiting, and delivered enjoining or restraining Seller from consummating the same transactions contemplated hereby with respect to the Buyerany Property. (b) The Company Except as set forth in Section 3.5, all consents required to be obtained from, or filing required to be made with, any Governmental Authority or third party in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 abovebeen obtained or made. (c) The Title Company shall have issued or shall have committed to issue, upon payment of the applicable premium therefor, a 1992 ALTA Owner's Policy of Title Insurance (provided, that in jurisdictions where local regulations require a form of policy other than a 1992 ALTA Owner's Policy, such other required form shall be used) with respect to each Real Property in the form of the title insurance commitment (each, a "Title Commitment") obtained by Buyer during the Due Diligence Period from the Title Company showing title to such Real Property vested in Buyer, subject only to the Permitted Exceptions. It shall not be a condition to Closing that Buyer obtain any endorsements or coverages not set forth in the applicable Title Commitment. Seller shall be entitled, by notice to Buyer, to adjourn the Closing one or more times for an aggregate period not to exceed thirty (30) days in order to remove any exceptions to title that are not Permitted Exceptions. Nothing contained herein shall require Seller to bring any action or proceeding or otherwise to incur any expense to correct, discharge or otherwise remove title exceptions or defects with respect to any Property or to remove, remedy or comply with any other grounds for Buyer's refusing to approve title, provided that Seller shall be obligated to remove or discharge, or otherwise cause the Title Company to omit as an exception to title or to insure against collection thereof from or against any Property any mortgages or monetary liens created by Seller, any mechanics' liens or judgment liens that are the obligation of Seller (as opposed to any Tenant or other third party) and any liens and encumbrances voluntarily created by Seller in violation of Section 7.1 (collectively, the "Required Deletion Items"). If on the Closing Date there are any Required Deletion Items, Seller may use any portion of the Purchase Price payable pursuant to Section 2.2(b) to satisfy same, provided the Title Company shall omit such lien or encumbrance as an exception to title. (d) Buyer shall have received estoppel certificates for each Real Property to the extent required by Section 8.4 and the estoppel certificate from the ground lessor with respect to each Ground Lease. (e) Each of the documents required to be delivered by Seller pursuant to Section 8.3 shall have been delivered as provided therein and Seller shall not otherwise be in material default of its material obligations hereunder, and all of Seller's representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, herein 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 that any representations and warranties that speak which are made as of a specific date, which representations and warranties specified date shall be true and correct as of such specified 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. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation). (f) The Buyer shall not have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory previously terminated this Agreement pursuant to the Buyer and in substantially the same form as EXHIBIT E attached heretoaccordance with Section 7.7. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Debenture its Common Stock, Preferred Stock and related Warrants at the applicable Closing is subject to the satisfaction, at or before the each applicable Closing Date and in respect of each such Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to Buyer the Common Stock, Warrants and Preferred Stock as is set forth on the Buyer Schedule and the Company shall have complied in all respects with all obligations under this Agreement and the Registration Rights Agreementother Transaction Documents, including, without limitation, the Preferred Stock and delivered the same to the BuyerWarrants. (bii) The Company shall have delivered to such Buyer a copy of the duly executed Debenture Irrevocable Transfer Agent Instructions, in the form previously provided to the Company, which instructions shall have been delivered to and Warrants acknowledged in accordance with Section 1 abovewriting by the Company’s transfer agent. (ciii) The representations Company shall have delivered to Buyer a certificate evidencing the formation and warranties good standing of the Company contained in this Agreementits jurisdiction of formation issued by the Secretary of State of such jurisdiction of formation as of a date within ten (10) days of the applicable Closing Date. (iv) The Company shall have delivered to Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as modified of a date within ten (10) days of the applicable Second Closing. (v) The Company shall have delivered to Buyer a certified copy of the Articles of Incorporation as certified by the Exhibits Secretary of State of the Company’s jurisdiction of incorporation within ten (10) days of the applicable Closing Date. (vi) The Company shall have delivered to Buyer a certificate, in the form previously provided to the Company by Buyer, executed by the Secretary of the Company and Schedules heretodated as of the applicable Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to Buyer, (ii) the Articles of Incorporation of the and (iii) the Bylaws of the Company as in effect at the applicable Closing. (vii) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such 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 applicable Closing Date, including, without limitation the issuance of all Securities prior to the date of such Closing as required by the Transaction Documents and the Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance as may be required to fulfill its obligations pursuant to the Transaction Documents. The Buyer shall have received a certificate or certificatescertificate, executed by the President and Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited in the form acceptable to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyBuyer. (dviii) The Company shall have delivered to Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the applicable Closing Date immediately prior to the applicable Closing. (ix) The Common Stock (I) shall be designated for quotation on the Principal Market and (II) shall not have been suspended, as of the applicable Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the applicable Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market; since January 1, 2011, the Company shall have timely complied (without regard to any extensions) with all filing and reporting obligations under the federal securities laws; the Company is in compliance with all requirements in order to maintain quotation on the Principal Market (including reporting requirements under the 1934 Act). (x) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xi) 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents. (exii) Trading Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, a Material Adverse Effect and the Company will make application has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the PRINCIPAL MARKET, if legally required relief of debtors instituted by Nasdaq, to have or against the Conversion Shares and the Warrant Shares authorized for quotationCompany. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hxiii) The Company shall have delivered to Buyer such other documents, instruments or certificates relating to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereoftransactions contemplated by this Agreement reasonably required to consummate the transactions contemplated hereby. (ixiv) Prior Such other conditions which are set forth on Annex A to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such LiensSchedule.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each the -------------------------------------------- Buyer hereunder to purchase the Debenture Notes and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) A. The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) B. The Company shall have delivered to such Buyer the duly executed Debenture Notes (in such denominations as the Buyer shall request) and Warrants in accordance with Section 1 1(b) above. (c) C. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent. D. The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificates, executed by the President and Chief Executive Officer 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 such the Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading F. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company. G. The Conversion Shares and Warrant Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the PRINCIPAL MARKET OTCBB shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotationOTCBB. (f) H. The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E "D" attached hereto. (g) I. The Buyer shall have received a Closing Certificate an officer's certificate described in Section 1(b)(v3(c) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants 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 such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement and Agreement, the Registration Rights AgreementSecurity Documents, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificatescertificates (the “Officer’s Certificate”), executed by the President and Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET Principal Market shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated a Closing Legal Opinion as of the Closing Date, further described in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached heretoSection 1(b)(v)(C) hereof. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v1(b)(v)(B) above, dated as of the Closing Date. (h) The In accordance with the terms of the Security Documents, the Company shall have delivered to the Buyer an (i) the Security Agreement signed by the Company and each of its subsidiaries, (ii) the Subsidiary Guarantee, duly executed Accountant Letter by each of the Company’s subsidiaries, (iii) certificates representing the Subsidiaries' shares of capital stock, along with duly executed blank stock powers, (iv) appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document and an (v) the Patent Security Agreement, duly executed Law Firm Letter, as described in Section 3(dd) hereofby the Company. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true (A) certified copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five (5) years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Buyers, shall cover any of the Collateral (as defined in the Security Documents) and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such LiensLiens (as defined in the Security Documents); and (B) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Buyers. (j) The Company shall have received funds from Buyers representing their respective Purchase Prices in an amount equal to the Offering Amount. (k) No Material Adverse Changes have occurred since the date that the Buyer executed this Agreement.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants 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 such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificates, executed by the President and Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E D attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior Within one (1) Business Day prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer (A) true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property. (j) The Buyer shall have received a fully executed waiver letter, which resultsin the form attached hereto as EXHIBIT_F, except from Xxxx X. Xxxxx and Xxxxxx Xxxxxx, as otherwise agreed holders of promissory notes in the amount of $700,000, more or less, due from Biometrx, Inc. on or about March 15, 2007 (such notes, together with any other notes from Biometrx held by either such holder, are referred to herein as the “Xxxxx-Xxxxxx Notes”). (k) The Buyer shall have received a fully executed Consent and Waiver, in writing by substantially the Buyers form of EXHIBIT G hereto, from the holders of $1,600,000 principal amount of Convertible Notes (the “$1,600,000 Notes”) of the Company issued on or about June 29, 2006 and due 24 months thereafter, issued to the individuals/entities listed on Schedule A to such Consent and Waiver. (l) The Buyer shall not show any have received a fully executed Assignment of U.S. Patent evidencing the assignment of U.S. Patent # 6,042,005 from Incredible Card Corp. to bioMETRX, Inc., and documentation evidencing Incredible Card Corp. as the rightful owner of said patent at the time of such Liensassignment.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The Buyer's obligation of each Buyer hereunder to purchase the Debenture and Warrants at Properties is conditioned upon the satisfaction (or Buyer's written waiver) on or prior to the Closing is subject to the satisfaction, at or before the Closing Date, of each Date of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company There shall have executed this Agreement and exist on the Registration Rights AgreementClosing Date no pending Order prohibiting, and delivered enjoining or restraining Seller from consummating the same transactions contemplated hereby with respect to the Buyerany Property. (b) The Company All consents required to be obtained from, or filing required to be made with, any Governmental Authority or third party in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 abovebeen obtained or made. (c) The Title Company has committed to issue, upon payment of the applicable premium therefor, a 1992 ALTA Owner's Policy of Title Insurance (provided, that in jurisdictions where local regulations require a form of policy other than a 1992 ALTA Owner's Policy, such other required form shall be used) with respect to each Real Property in the form of the title insurance commitment (each, a "Title Commitment") obtained by Buyer from the Title Company and delivered to Seller prior to the Effective Date, showing title to such Real Property vested in Buyer, subject only to the Permitted Exceptions. It shall not be a condition to Closing that Buyer obtain any endorsements or coverages not set forth in the applicable Title Commitment. Seller shall be entitled, by notice to Buyer, to adjourn the Closing one or more times for an aggregate period not to exceed thirty (30) days in order to remove any exceptions to title that are not Permitted Exceptions. Nothing contained herein shall require Seller to bring any action or proceeding or otherwise to incur any expense to correct, discharge or otherwise remove title exceptions or defects with respect to any Property or to remove, remedy or comply with any other grounds for Buyer's refusing to approve title, provided that Seller shall be obligated to remove or discharge, or otherwise cause the Title Company to omit as an exception to title or to insure against collection thereof from or against any Property any mortgages or monetary liens created by Seller, any mechanics' liens or judgment liens that are the obligation of Seller (as opposed to any Tenant or other third party) and any liens and encumbrances voluntarily created by Seller in violation of Section 7.1 (collectively, the "Required Deletion Items"). If on the Closing Date there are any Required Deletion Items, Seller may use any portion of the Purchase Price payable pursuant to Section 2.2(b) to satisfy same, provided the Title Company shall omit such lien or encumbrance as an exception to title. (d) Buyer shall have received estoppel certificates for each Real Property to the extent required by Section 8.4. (e) Each of the documents required to be delivered by Seller pursuant to Section 8.3 shall have been delivered as provided therein and Seller shall not otherwise be in material default of its material obligations hereunder, and all of Seller's representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, herein 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 that any representations and warranties that speak which are made as of a specific date, which representations and warranties specified date shall be true and correct as of such specified 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. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation). (f) The Buyer shall not have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory previously terminated this Agreement pursuant to the Buyer and in substantially the same form as EXHIBIT E attached heretoaccordance with Section 7.7. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Debenture its Ordinary Shares and related Warrants at the Closing is subject to the satisfaction, at or before the each applicable Closing Date and in respect of each such Closing Date, of each of the following conditions, provided that these conditions are for such each Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to each Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer the Ordinary Shares and Warrants as is set forth on the applicable Buyer Schedule and the Company shall have complied in all respects with all obligations under this Agreement and the Registration Rights Agreementother Transaction Documents, and delivered including, without limitation, the same Warrants. Notwithstanding the foregoing, the Company shall be entitled to deliver executed copies of the BuyerOrdinary Share certificates at Closing, with an obligation to deliver the originals to such Buyer within five (5) business days after the Closing. (bii) The Company shall have delivered to such each Buyer the duly executed Debenture search results from the companies register of the Australian Securities and Warrants in accordance with Section 1 aboveInvestments Commission which shows the due incorporation of the Company. (ciii) The representations Company shall have delivered to each Buyer a certificate evidencing the Company’s qualification as a foreign corporation and warranties good standing issued by the Secretary of State (or comparable office) of each jurisdiction that provides such certificates and in which the Company conducts business and is required to so qualify, each dated as of a date within ten (10) days of the Closing. (iv) The Company shall have delivered to each Buyer a certificate, in the form previously provided to the Company by such Buyer, executed by the Secretary of the Company contained in this Agreementand dated as of the Closing Date, as modified to (i) the resolutions consistent with Section 3(b) as adopted by the Exhibits Company’s board of directors in a form reasonably acceptable to such Buyer, and Schedules hereto, (ii) the certificate of incorporation and bylaws (or comparable charter documents) of the Company as in effect at the Closing. (v) Each and every representation and warranty 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 originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such 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, including, without limitation the issuance of all Securities prior to the date of such Closing as required by the Transaction Documents and the Company has a sufficient number of duly authorized Ordinary Shares reserved for issuance as may be required to fulfill its obligations pursuant to the Transaction Documents. The Each Buyer shall have received a certificate or certificatescertificate, executed by the President and 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 such Buyer including, but not limited in the form reasonably acceptable to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebysuch Buyer. (dvi) The Company shall have delivered to each Buyer information from the Company’s transfer agent certifying the number of Ordinary Shares outstanding on the Closing Date immediately prior to the Closing. (vii) The Ordinary Shares (I) shall be designated for quotation on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market; since April 26, 2018, the Company shall have complied (without regard to any extensions) with all filing and reporting obligations under the federal securities laws; except as disclosed in the SEC Documents, the Company is in compliance with all requirements in order to maintain quotation on the Principal Market (including reporting requirements under the 1934 Act). (viii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (ix) 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents. (ex) Trading Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, a Material Adverse Effect and the Company will make application has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the PRINCIPAL MARKET, if legally required relief of debtors instituted by Nasdaq, to have or against the Conversion Shares and the Warrant Shares authorized for quotationCompany. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hxi) The Company shall have delivered to the each Buyer an executed Accountant Letter and an executed Law Firm Lettersuch other documents, as described in Section 3(dd) hereof. (i) Prior instruments or certificates relating to the Closing, transactions contemplated by this Agreement reasonably required to consummate the Company shall have delivered or caused transactions contemplated hereby.4 4 NTD: Parties to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liensconfirm no broker fees payable at closing.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation obligations of each Buyer to consummate the transaction contemplated hereunder to purchase are conditioned on the Debenture and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, fulfillment of each of the following conditions, provided that these conditions are for such Buyer's sole benefit on and may be waived by such Buyer at any time in its sole discretionas of the Closing Date: (a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The All representations and warranties of the Company Sellers contained in this Agreement, as modified by the Exhibits and Schedules hereto, Agreement shall be true and correct in all material respects as of the date when made at and as of the Closing Date as though if such representations and warranties were made at such time and as of the Closing Date (except for (i) changes in facts permitted hereunder including, without limitation, as a result of actions taken by any Seller in accordance with Article XV hereof or occurring from events beyond the reasonable control of Sellers and (ii) Sellers’ right to update all of the Exhibits hereto in order to make such representations and warranties that speak true as of a specific datethe Closing Date; provided, which representations however, that the foregoing right to update and warranties amend the Exhibits hereto shall not be true deemed to permit Sellers to default under any covenant made by Sellers herein), and correct as of such date) and the Company Sellers shall have performed, satisfied performed and complied in all material respects with the all covenants, agreements and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or Sellers prior to or by the Closing Date. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer Date (including, but not limited to, the delivery by Sellers of the items described in Article XIII). (b) The delivery by Sellers to certificates Buyer of a tenant estoppel certificate with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any each of the transactions contemplated by this Agreement. (e) Trading in Tenants at the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and Properties in substantially the same form attached hereto as EXHIBIT E attached heretoExhibit N or otherwise covering the matters as are required to be given in connection with an estoppel certificate pursuant to a Tenant’s Lease (a “Tenant Estoppel”). If a Tenant Estoppel is delivered by Sellers to Buyer, Buyer may disapprove such Tenant Estoppel if and only if it does not contain such items as are required to be given in connection with an estoppel certificate pursuant to the Tenant’s Lease and/or contains allegations of a material default by a Seller. If Sellers are unable to obtain Tenant Estoppels from all of the Tenants on or before the Closing Date, then Sellers shall have the right to (i) adjourn the Closing Date for a period not to exceed thirty (30) days for Sellers to obtain the missing Tenant Estoppels, or (ii) have the relevant Seller execute the missing Tenant Estoppels in its capacity as Seller of the Property concerned; provided however, Seller must deliver a Tenant Estoppel signed by each Tenant occupying 3,000 or greater square feet (each a “Major Tenant”) and by Tenants occupying eighty percent (80%) of the remaining square footage of each Property. Each statement made by Seller in such missing Tenant Estoppels shall constitute a warranty and representation by such Seller thereunder to Buyer, which shall survive the Closing or, (z) the date on which Buyer has received an executed Tenant Estoppel signed by the applicable Tenant under the Lease in question. (gc) The delivery by Sellers (which shall be completed using commercially reasonable efforts) to Buyer shall have received of estoppel certificates from the current parties (“REA Parties”) under any reciprocal easement agreements with Sellers benefitting the Properties in substantially the same form attached hereto as Exhibit N-1 or otherwise governing the matters as are required to be given in connection with an estoppel certificate pursuant to a Closing Certificate described reciprocal easement agreement (“REA Estoppel”) If a REA Estoppel is delivered by Sellers to Buyer, Buyer may disapprove such REA Estoppel if and only if it does not contain such items as are required to be given in Section 1(b)(v) aboveconnection with an estoppel certificate pursuant to the applicable reciprocal easement agreement and/or contains allegations of a material default by a Seller. In addition, dated as if Sellers are unable to obtain REA Estoppels from any of the REA Parties on or before the Closing Date. , an individual Seller shall execute and deliver to Buyer a certificate in the form of Exhibit O attached hereto (heach such certificate, a “Seller’s Estoppel”) The Company with respect to such reciprocal easement agreement at such individual Seller’s Building. Each statement in a Seller’s Estoppel made by such Seller shall have delivered to constitute a warranty and representation by such Seller hereunder which shall survive for a period terminating on the date on which Buyer has received an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing Seller’s Estoppel signed by the Buyers shall not show any such Liensapplicable REA Party under the reciprocal easement agreement in question.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each the Buyer hereunder to purchase the Debenture Preferred Shares and the related Warrants 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 such the Buyer's ’s sole benefit and may be waived by such the Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company shall have duly executed this Agreement and delivered to the Buyer each of the Transaction Documents and the Registration Rights Agreement, and delivered stock certificates representing the same Preferred Shares (allocated in such numbers as the Buyer shall request in writing at least two Business Days prior to the BuyerClosing Date) being purchased by the Buyer at the Closing pursuant to this Agreement. (b) A Triggering Event (as defined in the Certificate of Designations) shall not have occurred prior to payment of the Subsequent Purchase Price. (c) The Common Stock shall have been continuously quoted or listed on the Principal Market and there shall have been no intervening suspension of trading prior to payment of the Subsequent Purchase Price. The Company shall have delivered to the Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Nevada within 90 days of the Closing Date. (d) The Company shall have delivered to such the Buyer a certificate, executed by the duly executed Debenture Secretary of the Company and Warrants in accordance dated as of the Closing Date, as to (i) the resolutions consistent with Section 1 above.3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to the Buyer, (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit C. (ce) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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 that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificatescertificate, executed by the President and 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 such the Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation.form attached hereto as Exhibit D. (f) The Buyer Company shall have received an opinion obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached heretoSecurities. (g) The Buyer Certificate of Designations in the form attached hereto as Exhibit A shall have received a Closing Certificate described in Section 1(b)(v) above, dated as been filed with the Secretary of State of the Closing DateState of Nevada and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended. (h) The Company shall have delivered to the Buyer an such other documents relating to the transactions contemplated by this Agreement as the Buyer or its counsel may reasonably request, including without limitation a registration rights agreement executed Accountant Letter and an executed Law Firm Letter, by the Company in the form attached as described in Section 3(dd) hereof.Exhibit E. (i) Prior The Company shall have caused its counsel to furnish to the ClosingBuyer the opinion of its counsel, dated as of the Closing Date and addressed to the Buyer in form and substance acceptable to the Buyer. (j) The Company shall have delivered or caused to be delivered the Buyer a reservation letter to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor maintain the Required Reserved Amount executed by the Company’s transfer agent and the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except form attached as otherwise agreed to in writing by the Buyers shall not show any such Liens.Exhibit F.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Debenture its Convertible Note and related Warrants at the applicable Closing is subject to the satisfaction, at or before the applicable Closing Date and in respect of each such Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to Buyer the Convertible Note and Warrants as is set forth on the Buyer Schedules and the Company shall have complied in all respects with all obligations under this Agreement and the Registration Rights Agreementother Transaction Documents, including, without limitation, the Convertible Note and delivered the same to the BuyerWarrants. (bii) The Company shall have delivered to such Buyer a certificate, in the duly form previously provided to the Company by Buyer, executed Debenture by the Secretary of the Company and Warrants in accordance dated as of the Closing Date, as to (i) the resolutions consistent with Section 1 above3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to Buyer, and (ii) the Memorandum of Association and bylaws (or comparable charter documents) of the Company as in effect at the Closing. (ciii) The representations Each and warranties every representation and warranty of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such 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 applicable Closing Date, including, without limitation, the issuance of all Securities prior to the date of the applicable Closing as required by the Transaction Documents. The Buyer shall have received a certificate or certificatescertificate, executed by the President and 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 such Buyer including, but not limited in the form reasonably acceptable to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyBuyer. (div) The Company shall have delivered to Buyer information from the Company’s transfer agent certifying the number of Ordinary Shares outstanding on the applicable Closing Date immediately prior to the applicable Closing. (v) The Registrable Securities shall be designated for quotation on the Principal Market and the Ordinary Shares shall not have been suspended, as of the applicable Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the applicable Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market; since January 1, 2021, the Company shall have timely complied (without regard to any extensions) with all filing and reporting obligations under the federal securities laws; and the Company shall be in compliance with all requirements in order to maintain quotation on the Principal Market (including reporting requirements under the 1934 Act). (vi) Prior to the Second Closing, the Initial Registration Statement (as defined in the Registration Rights Agreement) covering the sale of all of the Registrable Securities shall have been declared effective under the 1933 Act by the SEC and no stop order with respect thereto shall be pending or threatened by the SEC. The Company shall have made all filings (including the Prospectus Supplement) under applicable federal and state securities laws necessary to consummate the sale of the Registrable Securities pursuant to the Registration Statement and in compliance with such laws. (vii) Deleted. (viii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including, without limitation, those required by the Principal Market. (ix) 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents. (ex) Trading in Since the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days date of the Closingexecution of this Agreement, the Company will make application has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the PRINCIPAL MARKET, if legally required relief of debtors instituted by Nasdaq, to have or against the Conversion Shares and the Warrant Shares authorized for quotationCompany. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hxi) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Lettersuch other documents, as described in Section 3(dd) hereof. (i) Prior instruments or certificates relating to the Closing, transactions contemplated by this Agreement reasonably required to consummate the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienstransactions contemplated hereby.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants Common Shares 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 such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company shall have duly executed this Agreement and delivered to Buyer (i) each of the Transaction Documents and the Registration Rights Company (ii) such aggregate number of Common Shares set forth across from Buyer’s name in column (3) of the Schedule of Buyers as being purchased by Buyer at the Closing pursuant to this Agreement, and delivered the same to the Buyer. (b) Xxxxx shall have received the opinion of Disclosure Law Group, a Professional Corporation, the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit B. (c) The Company shall have delivered to such Buyer a copy of the duly executed Debenture Irrevocable Transfer Agent Instructions, in the form reasonably acceptable to Buyer, which instructions shall have been delivered to and Warrants acknowledged in accordance with Section 1 abovewriting by the Company’s transfer agent. (cd) The Company shall have delivered to Buyer a certificate, in the form reasonably acceptable to Xxxxx, executed by the Secretary of the Company and dated as of the Closing Date, as to the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to Buyer. (e) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificatescertificate, duly executed by the President and 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 such Buyer 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 herebyeffect. (df) 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 Governmental Entity of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The Buyer's obligation of each Buyer hereunder to purchase the Debenture and Warrants at Properties is conditioned upon the satisfaction (or Buyer's written waiver) on or prior to the Closing is subject to the satisfaction, at or before the Closing Date, of each Date of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company There shall have executed this Agreement and exist on the Registration Rights AgreementClosing Date no pending Order prohibiting, and delivered enjoining or restraining Seller from consummating the same transactions contemplated hereby with respect to the Buyerany Property. (b) The Company All consents required to be obtained from, or filing required to be made with, any Governmental Authority or third party in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 abovebeen obtained or made. (c) The Title Company has committed to issue, upon payment of the applicable premium therefor, a 1992 ALTA Owner's Policy of Title Insurance (provided, that in jurisdictions where local regulations require a form of policy other than a 1992 ALTA Owner's Policy, such other required form shall be used) with respect to each Real Property in the form of the title insurance commitment (each, a "Title Commitment") obtained by Buyer from the Title Company and delivered to Seller prior to the Effective Date, showing title to such Real Property vested in Buyer, subject only to the Permitted Exceptions. It shall not be a condition to Closing that Buyer obtain any endorsements or coverages not set forth in the applicable Title Commitment. Seller shall be entitled, by notice to Buyer, to adjourn the Closing one or more times for an aggregate period not to exceed thirty (30) days in order to remove any exceptions to title that are not Permitted Exceptions. Nothing contained herein shall require Seller to bring any action or proceeding or otherwise to incur any expense to correct, discharge or otherwise remove title exceptions or defects with respect to any Property or to remove, remedy or comply with any other grounds for Buyer's refusing to approve title, provided that Seller shall be obligated to remove or discharge, or otherwise cause the Title Company to omit as an exception to title or to insure against collection thereof from or against any Property any mortgages or monetary liens created by Seller, any mechanics' liens or judgment liens that are the obligation of Seller (as opposed to any Tenant or other third party) and any liens and encumbrances voluntarily created by Seller in violation of Section 7.1 (collectively, the "Required Deletion Items"). If on the Closing Date there are any Required Deletion Items, Seller may use any portion of the Purchase Price payable pursuant to Section 2.2(b) to satisfy same, provided the Title Company shall omit such lien or encumbrance as an exception to title. (d) Buyer shall have received estoppel certificates for each Real Property to the extent required by Section 8.4 and the estoppel certificate from the ground lessor with respect to each Ground Lease. (e) Each of the documents required to be delivered by Seller pursuant to Section 8.3 shall have been delivered as provided therein and Seller shall not otherwise be in material default of its material obligations hereunder, and all of Seller's representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, herein 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 that any representations and warranties that speak which are made as of a specific date, which representations and warranties specified date shall be true and correct as of such specified 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. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation). (f) The Buyer shall not have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory previously terminated this Agreement pursuant to the Buyer and in substantially the same form as EXHIBIT E attached heretoaccordance with Section 7.7. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Purchase Notice and Buyer hereunder shall not be obligated to purchase the Debenture and Warrants any Securities at the a Closing is subject to the satisfaction, at or before the Closing Date, of unless each of the following conditionsconditions are satisfied, provided that these conditions are for such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) the Company shall have received the Stockholder Approval; (b) the Company shall have filed the Certificate of Designation with the Secretary of State of the State of Delaware and the Certificate of Designation shall be in full force and effect; (c) a Registration Statement shall have been filed with the Commission and declared effective by the Effectiveness Deadline provided, however, that for the ten (10) Trading Days prior to effectiveness of the Registration Statement, the average Daily Trading Volume of the Common Stock is greater than Twenty Seven Million Five Hundred Thousand Dollars ($27,500,000). The Company shall have executed this Agreement and promptly notify the Buyers via facsimile or by e-mail of the effectiveness of the Registration Rights Agreement, and delivered Statement on the same to Trading Day that the Buyer.Company telephonically confirms effectiveness with the Commission. The Company shall keep the Registration Statement continuously effective until the date on which the Securities are no longer outstanding; (bd) The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to Buyer the duly executed Debenture Warrants as is set forth on the applicable Purchase Notice and Warrants the Company shall have complied in accordance all respects with Section 1 above.all obligations under this Agreement and the other Transaction Documents, including, without limitation, the Warrants; (ce) The representations at all times during the period beginning on the Purchase Date and warranties ending on and including the Closing Date, the Common Stock shall have been listed or quoted for trading on the Principal Market and shall not have been suspended from trading thereon and the Company shall not have been notified of any pending or threatened proceeding or other action to suspend the trading of the Common Stock; (f) the Company has complied with its obligations and is otherwise not in breach of or in default under, this Agreement, or any other agreement executed between the parties, which has not been cured prior to delivery of the Purchase Notice; (g) the issuance of the Securities will not violate any requirements of the Principal Market; (h) the Company shall have delivered irrevocable transfer agent instructions to the Company’s transfer agent (including any other documentation required by the transfer agent, such as a legal opinion) to credit Purchase Shares to the applicable balance accounts at DTC registered in the name of Buyer or its respective nominee(s). Notwithstanding the foregoing, the Company and its transfer agent shall be entitled to credit Purchase Shares to the applicable balance accounts at DTC, registered in the name of Buyer or its respective nominee(s) within five (5) business days after the Closing; (i) each and every representation and warranty of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such 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. The Buyer shall have received a certificate or certificatescertificate, executed by the President and Chief Executive Officer of the Company, dated as of the Closing Date, (i) to the foregoing effect effect, (ii) verifying the accuracy of Section 7(l) herein, and (iii) as to such other matters as may be reasonably requested by such Buyer including, but not limited in the form reasonably acceptable to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby.Buyer; (dj) No litigationthe Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities; (k) no 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by the Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents; (l) since the date of execution of this Agreement., no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect and the Company has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company; and (em) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Lettersuch other documents, as described in Section 3(dd) hereof. (i) Prior instruments or certificates relating to the Closing, transactions contemplated by this Agreement reasonably required to consummate the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienstransactions contemplated hereby.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants 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 such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificatescertificates (the “Officer’s Certificate”), executed by the President and Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET Principal Market shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKETPrincipal Market, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated a Closing Legal Opinion as of the Closing Date, further described in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached heretoSection 1(b)(v)(C) hereof. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v1(b)(v)(B) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm LetterLawyer Letters, as described in Section 3(dd3(w) hereof. (i) Prior to the Closing, the The Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search resultsreceived funds from Buyers representing their respective Purchase Prices in an amount not exceeding the Maximum Amount, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and aggregate. (j) No Material Adverse Changes have occurred since the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by date that the Buyers shall not show any such LiensBuyer executed this Agreement.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Debenture its Convertible Note and related Warrants at the applicable Closing is subject to the satisfaction, at or before the applicable Closing Date and in respect of each such Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to Buyer the Convertible Note and Warrants as is set forth on the Buyer Schedules and the Company shall have complied in all respects with all obligations under this Agreement and the Registration Rights Agreementother Transaction Documents, including, without limitation, the Convertible Note and delivered the same to the BuyerWarrants. (bii) The Company shall have delivered to such Buyer a certificate, in the duly form previously provided to the Company by Buyer, executed Debenture by the Secretary of the Company and Warrants in accordance dated as of the Closing Date, as to (i) the resolutions consistent with Section 1 above3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to Buyer, and (ii) the Memorandum of Association and bylaws (or comparable charter documents) of the Company as in effect at the Closing. (ciii) The representations Each and warranties every representation and warranty of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such 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 applicable Closing Date, including, without limitation, the issuance of all Securities prior to the date of the applicable Closing as required by the Transaction Documents. The Buyer shall have received a certificate or certificatescertificate, executed by the President and 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 such Buyer including, but not limited in the form reasonably acceptable to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyBuyer. (div) The Company shall have delivered to Buyer information from the Company’s transfer agent certifying the number of Ordinary Shares outstanding on the applicable Closing Date immediately prior to the applicable Closing. (v) The Registrable Securities shall be designated for quotation on the Principal Market and the Ordinary Shares shall not have been suspended, as of the applicable Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the applicable Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market; since January 1, 2021, the Company shall have timely complied (without regard to any extensions) with all filing and reporting obligations under the federal securities laws; and the Company shall be in compliance with all requirements in order to maintain quotation on the Principal Market (including reporting requirements under the 1934 Act). (vi) Prior to the Second Closing, the Initial Registration Statement (as defined in the Registration Rights Agreement) covering the sale of all of the Registrable Securities shall have been declared effective under the 1933 Act by the SEC and no stop order with respect thereto shall be pending or threatened by the SEC. The Company shall have made all filings (including the Prospectus Supplement) under applicable federal and state securities laws necessary to consummate the sale of the Registrable Securities pursuant to the Registration Statement and in compliance with such laws. (vii) With regard to the Second Closing only, the Closing Bid Price of the Ordinary Shares as of two (2) Trading Days prior to the Closing Date shall be no less than $1.00. (viii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including, without limitation, those required by the Principal Market. (ix) 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents. (ex) Trading in Since the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days date of the Closingexecution of this Agreement, the Company will make application has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the PRINCIPAL MARKET, if legally required relief of debtors instituted by Nasdaq, to have or against the Conversion Shares and the Warrant Shares authorized for quotationCompany. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hxi) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Lettersuch other documents, as described in Section 3(dd) hereof. (i) Prior instruments or certificates relating to the Closing, transactions contemplated by this Agreement reasonably required to consummate the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienstransactions contemplated hereby.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants Notes 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 such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company shall have duly executed this Agreement and the Registration Rights Agreement, and delivered to Buyer (i) each of the same Transaction Documents and (ii) the Notes, being purchased by Buyer at the Closing pursuant to the Buyerthis Agreement. (b) Such Buyer shall have received the opinion of the Company's outside counsel, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto. (c) The Company shall have delivered to such Buyer a certificate evidencing the duly executed Debenture formation and Warrants good standing of the Company and each of its Subsidiaries in accordance with Section 1 abovesuch entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Closing Date. (cd) The Company shall have delivered to such Buyer a certificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State of the State of Delaware (or comparable office) of each jurisdiction in which the Company conducts business, each as of a date within 10 days of the Closing Date. (e) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing in the form attached hereto as Exhibit F. (f) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificatescertificate, executed by the President and 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 such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated form attached hereto as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto.Exhibit G. (g) The Buyer Company shall have received a Closing Certificate described in Section 1(b)(v) aboveobtained all governmental, dated as regulatory or third party consents and approvals, if any, necessary for the sale of the Closing DateSecurities. (h) In accordance with the terms of the Security Documents, the Company shall have: (i) filed such financing statements and other documents in such offices as the Buyer may request to perfect the security interests granted by the Security Agreement (it being understood that in no event shall financing statements be filed against fixtures in the local jurisdictions of their location); and (ii) delivered to the Buyer all certificates evidencing any of the Pledged Shares (as defined in the Pledge Agreement), accompanied by undated stock or other powers duly executed in blank. (i) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior such other documents relating to the Closing, the Company shall have delivered or caused to be delivered to each transactions contemplated by this Agreement as Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienscounsel may reasonably request.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation obligations of each Buyer to consummate the transaction contemplated hereunder to purchase are conditioned on the Debenture and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, fulfillment of each of the following conditions, provided that these conditions are for such Buyer's sole benefit on and may be waived by such Buyer at any time in its sole discretionas of the Closing Date: (a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The All representations and warranties of the Company Seller contained in this Agreement, as modified by the Exhibits and Schedules hereto, Agreement shall be true and correct in all material respects as of the date when made at and as of the Closing Date as though if such representations and warranties were made at such time and as of the Closing Date (except for (i) changes in facts permitted hereunder including, without limitation, as a result of actions taken by Seller in accordance with Article XV hereof or occurring from events beyond the reasonable control of Seller and (ii) Seller’s right to update all of the Exhibits hereto in order to make such representations and warranties that speak true as of a specific datethe Closing Date; provided, which representations however, that the foregoing right to update and warranties amend the Exhibits hereto shall not be true deemed to permit Seller to default under any covenant made by Seller herein), and correct as of such date) and the Company Seller shall have performed, satisfied performed and complied in all material respects with the all covenants, agreements and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or Seller prior to or by the Closing Date. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer Date (including, but not limited to, the delivery by Seller of the items described in Article XIII). (b) The delivery by Seller to certificates Buyer of a tenant estoppel certificate with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any each of the transactions contemplated by this Agreement. (e) Trading in Tenants at the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and Property in substantially the same form attached hereto as EXHIBIT E attached heretoExhibit N or otherwise covering the matters as are required to be given in connection with an estoppel certificate pursuant to a Tenant’s Lease (a “Tenant Estoppel”). If a Tenant Estoppel is delivered by Seller to Buyer, Buyer may disapprove such Tenant Estoppel if and only if it does not contain such items as are required to be given in connection with an estoppel certificate pursuant to the Tenant’s Lease and/or contains allegations of a material default by Seller. If Seller is unable to obtain Tenant Estoppels from all of the Tenants on or before the Closing Date, then Seller shall have the right to (i) adjourn the Closing Date for a period not to exceed thirty (30) days for Seller to obtain the missing Tenant Estoppels, or (ii) have the relevant Seller execute the missing Tenant Estoppels in its capacity as Seller of the Property; provided however, Seller must deliver a Tenant Estoppel signed by each Tenant occupying 3,000 or greater square feet (each a “Major Tenant”) and by Tenants occupying eighty percent (80%) of the remaining square footage of the Property. Each statement made by Seller in such missing Tenant Estoppels shall constitute a warranty and representation by Seller thereunder to Buyer, which shall survive the Closing or, (z) the date on which Buyer has received an executed Tenant Estoppel signed by the applicable Tenant under the Lease in question. (gc) The delivery by Seller (which shall be completed using commercially reasonable efforts) to Buyer shall have received of estoppel certificates from the current parties (“REA Parties”) under any reciprocal easement agreements with Seller benefitting the Property in substantially the same form attached hereto as Exhibit N-1 or otherwise governing the matters as are required to be given in connection with an estoppel certificate pursuant to a Closing Certificate described reciprocal easement agreement (“REA Estoppel”) If a REA Estoppel is delivered by Seller to Buyer, Buyer may disapprove such REA Estoppel if and only if it does not contain such items as are required to be given in Section 1(b)(v) aboveconnection with an estoppel certificate pursuant to the applicable reciprocal easement agreement and/or contains allegations of a material default by Seller. In addition, dated as if Seller is unable to obtain REA Estoppels from any of the REA Parties on or before the Closing Date. , Seller shall execute and deliver to Buyer a certificate in the form of Exhibit O attached hereto (heach such certificate, a “Seller’s Estoppel”) The Company with respect to such reciprocal easement agreement at such individual Seller’s Building. Each statement in a Seller’s Estoppel made by Seller shall have delivered to constitute a warranty and representation by Seller hereunder which shall survive for a period terminating on the date on which Buyer has received an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing Seller’s Estoppel signed by the Buyers shall not show any such Liensapplicable REA Party under the reciprocal easement agreement in question.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The Buyer's obligation of each Buyer hereunder to purchase the Debenture and Warrants at Properties is conditioned upon the satisfaction (or Buyer's written waiver) on or prior to the Closing is subject to the satisfaction, at or before the Closing Date, of each Date of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company There shall have executed this Agreement and exist on the Registration Rights AgreementClosing Date no pending Order prohibiting, and delivered enjoining or restraining Seller from consummating the same transactions contemplated hereby with respect to the Buyerany Property. (b) The Company All consents required to be obtained from, or filing required to be made with, any Governmental Authority or third party in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 abovebeen obtained or made. (c) The Title Company has committed to issue, upon payment of the applicable premium therefor, a 1992 ALTA Owner's Policy of Title Insurance (provided, that in jurisdictions where local regulations require a form of policy other than a 1992 ALTA Owner's Policy, such other required form shall be used) with respect to each Real Property in the form of the title insurance commitment (each, a "Title Commitment") obtained by Buyer from the Title Company and delivered to Seller prior to the Effective Date showing title to such Real Property vested in Buyer, subject only to the Permitted Exceptions. It shall not be a condition to Closing that Buyer obtain any endorsements or coverages not set forth in the applicable Title Commitment. Seller shall be entitled, by notice to Buyer, to adjourn the Closing one or more times for an aggregate period not to exceed thirty (30) days in order to remove any exceptions to title that are not Permitted Exceptions. Nothing contained herein shall require Seller to bring any action or proceeding or otherwise to incur any expense to correct, discharge or otherwise remove title exceptions or defects with respect to any Property or to remove, remedy or comply with any other grounds for Buyer's refusing to approve title, provided that Seller shall be obligated to remove or discharge, or otherwise cause the Title Company to omit as an exception to title or to insure against collection thereof from or against any Property any mortgages or monetary liens created by Seller, any mechanics' liens or judgment liens that are the obligation of Seller (as opposed to any Tenant or other third party) and any liens and encumbrances voluntarily created by Seller in violation of Section 7.1 (collectively, the "Required Deletion Items"). If on the Closing Date there are any Required Deletion Items, Seller may use any portion of the Purchase Price payable pursuant to Section 2.2(b) to satisfy same, provided the Title Company shall omit such lien or encumbrance as an exception to title. (d) Buyer shall have received estoppel certificates for each Real Property to the extent required by Section 8.4. (e) Each of the documents required to be delivered by Seller pursuant to Section 8.3 shall have been delivered as provided therein and Seller shall not otherwise be in material default of its material obligations hereunder, and all of Seller's representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, herein 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 that any representations and warranties that speak which are made as of a specific date, which representations and warranties specified date shall be true and correct as of such specified 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. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation). (f) The Buyer shall not have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory previously terminated this Agreement pursuant to the Buyer and in substantially the same form as EXHIBIT E attached heretoaccordance with Section 7.7. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture Debentures and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) A. The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) B. The Company shall have delivered to such Buyer the duly executed Debenture (in such denominations as the Buyer shall request) and Warrants in accordance with Section 1 1(b) above. (c) C. The Irrevocable Transfer Agent Instructions shall have been delivered to and acknowledged in writing by the Company's Transfer Agent. D. The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificates, executed by the President and Chief Executive Officer 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 such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock F. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotationCompany. (f) G. The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E "D" attached hereto. (g) H. The Buyer shall have received a Closing the Officer's Certificate and Secretary's Certificate described in Section 1(b)(v3(c) above, dated as of the Closing Date. (h) I. The Company Buyer shall have delivered to the Buyer received an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, Security Agreement and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such LiensTransaction Fee Agreement.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants 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 such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement and the Registration Rights Security Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificates, executed by the President and Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates with respect to the Company's ’s Certificate of Incorporation, By-laws and Board of Directors' ’ resolutions relating to the transactions contemplated hereby. (d) 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 or any self-regulatory organization having ex101form8k042007.htm authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants 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 such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificatescertificates (the “Officer’s Certificate”), executed by the President and Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET Principal Market shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKETPrincipal Market, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated a Closing Legal Opinion as of the Closing Date, further described in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached heretoSection 1(b)(v)(C) hereof. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v1(b)(v)(B) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm LetterLawyer Letters, as described in Section 3(dd3(w) hereof. (i) Prior to the Closing, the The Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search resultsreceived funds from Buyers representing their respective Purchase Prices in an amount not exceeding the Maximum Amount, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and aggregate. (j) No Material Adverse Changes have occurred since the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by date that the Buyers shall not show any such LiensBuyer executed this Agreement.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The Buyer's obligation of each Buyer hereunder to purchase the Debenture Note and Warrants at acquire the Warrant from the Company on the Closing Date is subject to conditioned upon satisfaction of the satisfaction, at following conditions precedent on or before the Closing Date, Date (any or all of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and which may be waived by such the Buyer at any time in its sole discretion:): (a) The Company Trustee shall have executed this Agreement and delivered to the Company the Indenture and the Registration Rights AgreementSupplemental Indenture and copies thereof, as so executed and duly executed and delivered by the same Company, shall have been furnished to the Buyer.; (b) The Company Buyer shall have delivered received customary search reports of the relevant Uniform Commercial Code filing offices, the content of which reports shall be reasonably satisfactory to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above.Buyer; (c) All filings of financing statements necessary or appropriate under the Uniform Commercial Code in connection with the Supplemental Indenture shall have been made and the Buyer shall have received reasonably satisfactory evidence of such filings; (d) On the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement; (e) The representations and warranties of the Company contained in the Transaction Documents shall have been true and correct on the date of this Agreement, as modified by the Exhibits Agreement and Schedules hereto, shall be true and correct in all material respects on the Closing Date as of the date when made if given on and as of the Closing Date as though made at such time (except for representations and warranties that speak given as of a specific date, which representations and warranties shall be true and correct as of such datedate and except for the approvals and filings referred to in clauses (3) and the Company (5) of Section 4(g), which shall have performedbeen obtained or made on or before the Closing Date); provided, satisfied however, that the truth and complied in all material respects with correctness thereof on the covenants, agreements and conditions required by this Agreement Closing Date shall be determined without regard to be performed, satisfied any report or complied with document filed by the Company at with the SEC on or after the date of execution and delivery of this Agreement and on or prior to the Closing Date. The Buyer , notwithstanding that any such report or document may be incorporated by reference into the Registration Statement or the Prospectus; and on or before the Closing Date the Company shall have received a certificate performed all covenants and agreements of the Company contained herein or certificates, executed in any of the other Transaction Documents required to be performed by the President Company on or before the Closing Date; (f) No event which, if the Note were outstanding, (1) would constitute an Event of Default or which, with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred and Chief Executive Officer be continuing or (2) would constitute a Repurchase Event or, with the giving of notice or the Companypassage of time, dated as or both, would constitute a Repurchase Event shall have occurred and be continuing; (g) No stop order or similar proceeding relating to the Registration Statement shall be pending or threatened; the Company shall have filed the Prospectus Supplement with the SEC; and, on or after the date of execution and delivery of this Agreement but on or before the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET Company shall not have been suspended by made or filed with the SEC any amendment or supplement to the Registration Statement or the Nasdaq and, within two (2) business days of Prospectus other than the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date.Prospectus Supplement; (h) The Company shall have delivered to the Buyer an a certificate, dated the Closing Date, duly executed Accountant Letter by its Chief Executive Officer or Chief Financial Officer, to the effect set forth in subparagraphs (d), (e), (f) and an executed Law Firm Letter, as described in (g) of this Section 3(dd) hereof.7; (i) Prior to the Closing, the The Company shall have delivered or caused to be delivered to each the Buyer true copies a certificate, dated the Closing Date, of UCC search results, listing all effective financing statements which name as debtor the Secretary of the Company or any certifying (1) the Certificate of its Subsidiaries filed Incorporation and By-Laws of the Company as in effect on the Closing Date, (2) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby and (3) such other matters as reasonably requested by the Buyer; (j) The Transfer Agent shall have acknowledged in writing receipt of the Issuing Agent Instruction and a copy of such acknowledgment shall have been furnished to the Buyer; (k) On the Closing Date, the Buyer shall have received an opinion of (1) Lathxx & Xatkxxx, xxunsel for the Company, dated the Closing Date, addressed to the Buyer, in form, scope and substance reasonably satisfactory to the Buyer, substantially in the prior five years form attached as ANNEX V to perfect this Agreement; (l) On the Closing Date, the Buyer shall have received an interest opinion of Willxxx Xxxxxx, Xxq., General Counsel of the Company, dated the Closing Date, addressed to the Buyer, in any assets thereofform, together with copies of such financing statementsscope and substance reasonably satisfactory to the Buyer, and substantially in the results of searches for any tax lien and judgment lien filed against such Person form attached as ANNEX VI to this Agreement; (m) On the Closing Date, (i) trading in securities on the New York Stock Exchange, Inc., the American Stock Exchange, Inc., or its property, which results, except as otherwise agreed to in writing by the Buyers Nasdaq shall not show any such Lienshave been suspended or materially limited and (ii) a general moratorium on commercial banking activities in the State of California or the State of New York shall not have been declared by either federal or state authorities; and (n) The Company, the Trustee and DPI shall have executed and delivered, one to the other, the agreement in the form of Schedule IV to the Supplemental Indenture and a copy thereof as so executed and delivered shall have been furnished to the Buyer.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Debenture its Series C Preferred Shares and related Warrants 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 such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to Buyer the Warrants and Series C Preferred Shares as is set forth on the Buyer Schedule and the Company shall have complied in all respects with all obligations under this Agreement and the Registration Rights Agreementother Transaction Documents, including, without limitation, the Certificate of Designation and delivered the same Warrants. Notwithstanding the foregoing, the Company shall be entitled to deliver to Buyer evidence of the Buyerissuance of the Preferred Shares by book entry within five (5) Business Days after the Closing. (bii) The Company shall have delivered to such Buyer a certificate, in the duly form previously provided to the Company by Buyer, executed Debenture by the Secretary of the Company and Warrants in accordance dated as of the Closing Date, as to (i) the resolutions consistent with Section 1 above3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to Buyer, (ii) the Certificate of Incorporation of the and (iii) the Bylaws of the Company as in effect at the Closing. (ciii) The representations Each and warranties every representation and warranty of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such 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, including, without limitation the issuance of all Securities prior to the Closing Date as required by the Transaction Documents and the Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance as may be required to fulfill its obligations pursuant to the Transaction Documents. The Buyer shall have received a certificate or certificatescertificate, executed by the President and 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 such Buyer including, but not limited in the form reasonably acceptable to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyBuyer. (div) The Company shall have delivered to Buyer information from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (v) The Common Stock (I) shall be designated for quotation on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market; since January 1, 2016, the Company shall have timely complied (taking into account any valid extensions for which the Company has qualified) with all filing and reporting obligations under the federal securities laws; the Company is in compliance with all requirements in order to maintain quotation on the Principal Market (including reporting requirements under the 1934 Act). DM_US 86580026-11.096039.0012 0000-0000-0000, v. 1 (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (vii) 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents. (eviii) Trading Except as set forth in Schedule 7(a)(viii), no event of default exists or has occurred for which the Company has received a notice from a lender, under any outstanding loan or credit facility to which the Company or any of its subsidiaries is a party, in connection with a breach of a financial covenant set forth in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC governing agreement of such loan or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation.credit facility; (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hix) The Company shall have delivered to Buyer such other documents, instruments or certificates relating to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereoftransactions contemplated by this Agreement reasonably required to consummate the transactions contemplated hereby. (ix) Prior Such other conditions which are set forth on Annex A to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such LiensSchedule.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants Common Shares 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 such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) a. The Company shall have executed this Agreement and each of the Registration Rights Agreement, Transaction Documents and delivered the same to the Buyer. (b) The Company shall have delivered 's Counsel, if any, or to such Buyer Buyer; b. The Common Stock shall be authorized for quotation on the duly executed Debenture Principal Market and Warrants trading in accordance with Section 1 above.Company common stock shall not have been suspended by the SEC or the Principal Market; (c) c. The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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 that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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.; (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) d. The Company shall have delivered made all filings under all applicable federal and state securities laws necessary to consummate the Buyer an executed Accountant Letter issuance of the Securities pursuant to this Agreement in compliance with such laws; e. The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii), above, and an executed Law Firm Letter, as described in Section 3(dd) hereof.a form reasonably acceptable to Buyer: (i) Prior to the Closingf. If requested by a Buyer, the Company shall have delivered or caused to be delivered to each such Buyer true copies a certificate evidencing the incorporation and good standing of UCC search results, listing all effective financing statements which name as debtor the Company or any and each Subsidiary in such corporation's state of its Subsidiaries filed in incorporation issued by the prior five years to perfect an interest in any assets thereof, together with copies Secretary of State of such financing statements, and state of incorporation as of a date within 10 days of the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.Closing;

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. 6.1 The obligation of each Buyer hereunder to purchase the Debenture and Warrants at Purchased Assetson the Closing Date is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its Buyer's sole discretion: (a) The Company Seller shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, Seller 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 that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company Seller 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 Seller at or prior to the Closing DateClosing. The Buyer shall have received a certificate or certificatescertificate, executed by the President and Chief Executive Officer or Chief Financial Officer of the CompanySeller, dated as of the Closing Date, Date to the foregoing effect effect. (c) Buyer shall be satisfied with its business, legal, accounting, financial and as intellectual property due diligence it was able to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates with respect perform prior to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyClosing Date. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the CompanySeller's legal counsel, dated as of the Closing Date, in form, scope a form reasonably acceptable to Buyer. (f) Seller shall have delivered to Buyer certificates of good standing of Seller and substance reasonably satisfactory the subsidiaries which are organized pursuant to the Buyer and in substantially corporate laws of a State within the same form United States as EXHIBIT E attached heretoof a date no earlier than 30 days prior to the Closing. (g) The Buyer Seller shall have received delivered to Buyer a Closing Certificate described in Section 1(b)(vcertificate executed by a duly authorized officer certifying (i) abovea copy of Seller's certificate of incorporation and by-laws, dated as (ii) resolutions authorizing the execution of the Closing Datethis Agreement, and (iii) incumbency matters. (h) The Company Xxxxxx Consulting Agreement and Xxxxxx Technology Agreement shall have delivered each been terminated on terms and conditions acceptable to Buyer, and Buyer, SAA and Xxxxxx shall have entered into new agreements the Buyer an executed Accountant Letter form and an executed Law Firm Letter, as described in Section 3(dd) hereofsubstance of which is acceptable to Buyer. (i) Prior to the Closing, the Company Seller shall have taken all action contemplated by Section 4.1 hereof. (j) Seller shall have delivered to Buyer a general release, in form and substance reasonably acceptable to Buyer, all necessary UCC-3 partial releases or caused terminations, and all necessary documents to be release claims to the Topomax Patents from each of the following lienholders of Seller: (i) SRI, and (ii) Herkimer. (k) Seller shall have delivered to Buyer an assignment, in form and substance reasonably acceptable to Buyer, of each of the Topomax Patents. (l) Seller shall have delivered to Buyer true copies a copy of UCC search resultsthe LaserSight License Agreement. (m) Buyer shall be satisfied as to the ownership and any possible impairment of the Purchased Assets, listing all effective financing statements which name as debtor including without limitation, the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such LiensTopomax Intellectual Property.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation obligations of each Buyer hereunder to purchase the Debenture Shares and the Purchase Warrants 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 such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement Agreement, the Note and the Registration Rights Agreement, Warrants and delivered the same to the BuyerBuyer or Lender, as applicable. (b) The Simultaneously with the Closing, the Company shall have delivered to such Buyer the duly executed Debenture Shares and Warrants the Purchase Warrant, each registered in accordance with Section 1 aboveBuyer's name, or the name of its nominee, free and clear of any liens, taxes, restrictions and charges. (c) No proceeding having the effect of suspending the effectiveness of the Proxy Statement shall have been initiated or threatened in writing by the SEC. All requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of Buyer. (d) The Company's Common Stock shall be authorized for quotation on Nasdaq and trading in the Common Stock shall not have been suspended by the SEC or Nasdaq. (e) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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 respects; provided that, such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be considered true and correct as in all material respects unless all misrepresentations and breaches of such datewarranty, taken in the aggregate, would be deemed important (though not necessarily dispositive) by a reasonable, prudent investor in making a decision whether or not to invest in the securities of the Company, and provided further that in determining the existence of any misrepresentation or breach of warranty any qualification for materiality contained in the representation or warranty in question shall be ignored, 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. The Buyer shall have received a certificate or certificatescertificate, executed by the President and 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 such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotationBuyer. (f) The Buyer shall have received an the opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form of EXHIBIT 6(f) and, subject to Buyer's acceptance in its reasonable discretion, with such qualifications, exceptions and limitations as EXHIBIT E attached heretoare customary in opinions delivered by seller's counsel under similar circumstances (provided that exceptions accepted by Buyer in the Company's counsel's opinion delivered to Lender in connection with the Bridge Loan shall be deemed accepted for purposes hereof). (g) The Buyer This Agreement, and the issuance of the Note, the Shares, the Warrants, the Warrant Shares, the Conversion Shares and the Adjustment Shares and the other transactions contemplated hereby, shall have received a Closing Certificate described in Section 1(b)(v) abovebeen approved and authorized by the Company's Board of Directors and, dated as of to the Closing Dateextent required, the Company's shareholders. (h) The Company shall have delivered to Buyer the Buyer an executed Accountant Letter Certificate, registered in Buyer's name, or the name of its nominee, fully paid and an executed Law Firm Letternon-assessable, as described in Section 3(dd) hereoffree and clear of any liens, taxes, restrictions and charges. (i) Prior to The Company shall have delivered a certificate evidencing the incorporation and good standing of the Company and each of its subsidiaries in the state of such corporation's state of incorporation issued by the Secretary of State of the state of incorporation as of a date within ten (10) days of the Closing, and similar certificates of good standing from each jurisdiction in which such corporations are qualified as foreign corporations as of a date within ten (10) days of the Closing. (j) The Company shall have delivered certified copies of the Articles of Incorporation and Bylaws, each as in effect at the Closing, and certified copies of the certificates of incorporation and bylaws for each of the Company's subsidiaries, each as in effect as of the Closing. (k) The Company shall have delivered to Buyer such other documents relating to the transactions contemplated by this Agreement as Buyer or its counsel may reasonably request. (l) Since the date of this Agreement, there must not have been commenced or threatened against Buyer or Lender, or against any person or entity affiliated with Buyer or Lender, any action or proceeding brought by any entity not affiliated with Buyer or Lender (i) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement, or (ii) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of such transactions. (m) Neither the consummation nor the performance of any of the transactions contemplated by this Agreement by the Company will, directly or indirectly (with or without notice of lapse of time), materially contravene, or conflict with, or result in a material violation of, or cause Buyer or Lender or any person or entity affiliated with Buyer or Lender to suffer any material adverse consequence under, (i) any applicable legal requirement or order, or (ii) any legal requirement or order that has been published, introduced or otherwise formally proposed before any governmental entity or instrumentality. (n) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect nor shall any other litigation be in effect against the Company pursuant to which damages in excess of $500,000 are being sought. (o) Any applicable waiting period under the HSR Act shall have expired or been terminated. (p) Buyer shall have received all written consents, assignments, waivers, authorizations or other certificates, including, without limitation, from the Company's lessors, reasonably deemed necessary by Buyer to provide for the continuation in full force and effect of any and all material contracts and leases of the Company and for the Company to consummate the transactions contemplated hereby; PROVIDED, HOWEVER, that it shall not be a condition to Closing that the Company obtain consents, waivers or authorizations with respect to (i) defaults under material contracts or leases that will be cured by application of the proceeds of the sale of the Shares to which Buyer has consented prior to Closing, or (2) contracts that will be terminated upon application of the proceeds of the sale of the Shares to which Buyer has consented prior to Closing. (q) The Company will demonstrate to the reasonable satisfaction of Buyer that it can be released at a cost not to exceed $25,000 in the aggregate to Buyer or Company from any obligations with respect to its currently or previously contemplated sites which have never been operated other than San Bernardino, California and Tijuana, Mexico, without liability or potential liability to the Company. (r) Effective upon the Closing, four of the Company's seven directors shall have been designated by Buyer and elected to the Board of Directors of the Company, and the Company shall have delivered or caused to be Buyer resolutions of the Company's shareholders (certified by an officer of the Company) evidencing such election. (s) The Company shall have delivered to each Buyer true copies a certified copy of UCC search resultsthe Amendment, listing all effective financing statements which name as debtor duly filed with the Secretary of State of California. (t) Since August 31, 1997, no material adverse change shall have occurred with respect to the Company or the operation of its business and no event or circumstance occurring or existing prior to such time shall be disclosed or discovered after the date hereof which would constitute a material adverse change if it had occurred after June 30, 1997; PROVIDED that payment of the items set forth on EXHIBIT 4(w) shall not be deemed to constitute a basis for determining the existence of any such material adverse change. (u) Each of Xxxx Xxxxxxx, Jr., Xxxxxxx X. Xxxxxxx and Xxxxx Xxxxxxx shall have waived (i) any and all rights of indemnification any of its Subsidiaries filed them have or may have against the Company now or in the future with respect to any actions taken prior five years to perfect an interest the date hereof and relating to any violation or alleged violation by them of Section 16 of the 1934 Act and (ii) any and all rights for expenses of separate counsel that any of them have or may have against the Company now or in the future with respect to any assets thereofactions taken prior to the date hereof and relating to any violation or alleged violation by them of Rule 10b-5 under the 1934 Act, together with copies Section 5 of such financing statements, and the results of searches for 1933 Act or any tax lien and judgment lien filed against such Person related federal securities laws or its propertyany similar or related state securities laws, which results, except violation or alleged violation arise(s) primarily as otherwise agreed to in writing by a result of violations of Section 16 of the Buyers shall not show any such Liens1934 Act.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants Note at the Closing is subject to the satisfaction, at or before the Closing Date, date of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The a. Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The b. Company shall have delivered to such Buyer the duly executed Debenture and Warrants Note in accordance with Section 1 1(b) above. (c) c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by Company’s Transfer Agent. d. The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificates, executed by the President and Chief Executive Officer 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 such Buyer including, but not limited to certificates with respect to the Company ___________ Buyer ___________ Company's ’s Certificate of Incorporation, By-laws law’s and Board of Directors' ’ resolutions relating to the transactions contemplated hereby. (d) 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 or competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on Company including but not limited to a change in the 1934 Act reporting status of Company or the failure of Company to be timely in its 1934 Act reporting obligations. g. Trading in the Company's Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or and a "Stop" sign shall not have been placed on the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required Company's trading symbol by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotationOTC Markets. (f) The h. Par value of Company's Common Stock shall have been set at $0.00001. i. Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate officer’s certificate described in Section 1(b)(v3(c) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each the Buyer hereunder to purchase the Debenture and Warrants Shares from the Company 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 such the Buyer's ’s sole benefit and may be waived only by such the Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) a. The Company shall have executed this Agreement and the Registration Rights Agreement, Agreement and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) b. The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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 that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have in all material respects 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. . c. The Buyer Company shall have received a certificate or certificatesexecuted and delivered the Transfer Instructions, executed acknowledged in writing by the President and Chief Executive Officer of the CompanyTransfer Agent, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws Shares being purchased by the Buyer at the Closing to the Transfer Agent and delivered a copy thereof to the Buyer. d. The Board of Directors' resolutions relating to Directors of the transactions contemplated herebyCompany shall have adopted, and not rescinded or otherwise amended or modified, authorizations consistent with Section 3.b(i). e. There shall have been no Material Adverse Effect since the date of this Agreement. f. The Shares to be acquired by the Buyer hereunder (di) shall be listed on the NYSE and (ii) shall not have been suspended by the SEC or the NYSE from trading on the NYSE. g. CFIUS Approval shall have been received without the imposition of any Burdensome Condition. h. 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreement. (e) i. Trading in the Common Stock on the PRINCIPAL MARKET shall not have been (or threatened to be) suspended by the SEC or the Nasdaq andPrincipal Market, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. either (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such LiensSEC or the Principal Market or (ii) by falling below the minimum listing maintenance requirements of the Principal Market.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture Preferred Stock and Warrants 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 such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:discretion (for purposes of this section, deliveries to the Escrow Agent on account of the Buyer shall be deemed to be deliveries to the Buyer): (a) The Company shall have executed this Agreement and Agreement, the Registration Rights Agreement, and the Escrow Agreement and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture Preferred Stock Certificates and Warrants to the Escrow Agent in accordance with Section 1 above, and a copy of the Certificate of Designation stamped to indicate that it has been filed with the State of Delaware. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificatescertificates (the “Officer’s Certificate”), executed by the President and Chief Executive Officer or Chief Financial Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET Principal Market shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKETPrincipal Market, if legally required by Nasdaqthe Principal Market, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated a Closing Legal Opinion as of the Closing Date, further described in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached heretoSection 1(b)(v)(D) hereof. (g) The Company shall have delivered to the Buyer executed Accountant and Lawyer Letters, as described in Buyer shall have received a Closing Certificate described in Section 1(b)(v1(b)(v)(C) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm LetterLawyer Letters, as described in Section 3(dd) hereof. (i) Prior Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true certified copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five (5) years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liensliens. (j) The Company shall have received funds from Buyers representing their respective Purchase Prices in an amount exceeding the Minimum Amount, in the aggregate and not exceeding the Maximum Amount, in the aggregate. (k) No Material Adverse Changes have occurred since the date that the Buyer executed this Agreement.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Debenture its Common Stock, Convertible Notes and related Warrants at the applicable Closing is subject to the satisfaction, at or before the each applicable Closing Date and in respect of each such Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to Buyer the Common Stock, Warrants and Convertible Notes as is set forth on the Buyer Schedule and the Company shall have complied in all respects with all obligations under this Agreement and the Registration Rights Agreementother Transaction Documents, including, without limitation, the Convertible Notes and delivered the same Warrants. Notwithstanding the foregoing, the Company shall be entitled to deliver executed copies of the BuyerCommon Stock certificates at Closing, with an obligation to deliver the originals to Buyer wihtin five (5) business days after the Closing. (bii) The Company shall have delivered to Buyer a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State of such Buyer jurisdiction of formation as of a date within ten (10) days of the duly executed Debenture and Warrants in accordance with Section 1 aboveapplicable Closing Date. (ciii) The representations Company shall have delivered to Buyer a certificate evidencing the Company’s qualification as a foreign corporation and warranties good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Second Closing. (iv) The Company shall have delivered to Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State (or comparable office) of the Company’s jurisdiction of incorporation within ten (10) days of the applicable Closing Date. (v) The Company shall have delivered to Buyer a certificate, in the form previously provided to the Company by Buyer, executed by the Secretary of the Company contained in this Agreementand dated as of the applicable Closing Date, as modified to (i) the resolutions consistent with Section 3(b) as adopted by the Exhibits Company’s board of directors in a form reasonably acceptable to Buyer, (ii) the Articles of Incorporation of the and Schedules hereto, (iii) the Bylaws of the Company as in effect at the applicable Closing. (vi) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such 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 applicable Closing Date, including, without limitation the issuance of all Securities prior to the date of such Closing as required by the Transaction Documents and the Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance as may be required to fulfill its obligations pursuant to the Transaction Documents. The Buyer shall have received a certificate or certificatescertificate, executed by the President and Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited in the form reasonably acceptable to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyBuyer. (dvii) The Company shall have delivered to Buyer information from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the applicable Closing Date immediately prior to the applicable Closing. (viii) The Common Stock (I) shall be designated for quotation on the Principal Market and (II) shall not have been suspended, as of the applicable Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the applicable Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market; since January 1, 2011, the Company shall have timely complied (without regard to any extensions) with all filing and reporting obligations under the federal securities laws; the Company is in compliance with all requirements in order to maintain quotation on the Principal Market (including reporting requirements under the 1934 Act). (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (x) 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents. (exi) Trading Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, a Material Adverse Effect and the Company will make application has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the PRINCIPAL MARKET, if legally required relief of debtors instituted by Nasdaq, to have or against the Conversion Shares and the Warrant Shares authorized for quotationCompany. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hxii) The Company shall have delivered to Buyer such other documents, instruments or certificates relating to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereoftransactions contemplated by this Agreement reasonably required to consummate the transactions contemplated hereby. (ixiii) Prior to the Closing, the The Company shall have delivered an amount equal to five percent (5%) of the Purchase Price to Persons engaged by Buyer or caused Buyer’s investment advisor to be delivered provide placement agent, financial advisory or brokerage services (xiv) Such other conditions which are set forth on Annex A to each the Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such LiensSchedule.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Debenture Convertible Note and related Warrants at the Closing is subject to the satisfaction, at or before the applicable Closing Date and in respect of the Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to Buyer the Convertible Note and Warrants so purchased at the Closing and the Company shall have complied in all respects with all obligations under this Agreement and the Registration Rights Agreementother Transaction Documents, including, without limitation, the Convertible Note and delivered the same to the BuyerWarrants. (bii) The Company shall have delivered to such Buyer the duly executed Debenture Each and Warrants in accordance with Section 1 above. (c) The representations every representation and warranties warranty of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such 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. The Buyer shall have received a certificate or certificatescertificate, executed by the President and Chief Executive Officer of the Company, dated as of the Closing Date, to (i) the foregoing effect effect, (ii) verifying the accuracy of Section 7(a)(v) herein, (iii) and as to such other matters as may be reasonably requested by such Buyer including, but not limited in the form reasonably acceptable to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated herebyBuyer. (diii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (iv) 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents. (ev) Trading Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect and the Common Stock on Company has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the PRINCIPAL MARKET relief of debtors instituted by or against the Company. (vi) The Company shall have entered into a definitive agreement to merge with Net Element, Inc., a Delaware corporation, and issued a public announcement regarding the merger, and such definitive agreement shall not have expired, terminated or been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotationabandoned. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hvii) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Lettersuch other documents, as described in Section 3(dd) hereof. (i) Prior instruments or certificates relating to the Closing, transactions contemplated by this Agreement reasonably required to consummate the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienstransactions contemplated hereby.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture Preferred Stock and Warrants 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 such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture Certificate of Designation and Warrants in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificates, executed by the President and Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates with respect to the Company's ’s Certificate of Incorporation, By-laws and Board of Directors' ’ resolutions relating to the transactions contemplated hereby. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq Nasdaq, if applicable, and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's ’s counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the The Company shall have delivered received funds from Buyers representing their respective Purchase Prices in an amount equal to or caused to be delivered to each Buyer true copies of UCC search resultsexceeding the Minimum Amount, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statementsaggregate, and not exceeding the results of searches for any tax lien and judgment lien filed against such Person or its propertyMaximum Amount, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liensaggregate. (j) No Material Adverse Changes have occurred since the date that the Buyer executed this Agreement.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The Buyer's obligation of each Buyer hereunder to purchase the Debenture and Warrants at Properties is conditioned upon the satisfaction (or Buyer's written waiver) on or prior to the Closing is subject to the satisfaction, at or before the Closing Date, of each Date of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company There shall have executed this Agreement and exist on the Registration Rights AgreementClosing Date no pending Order prohibiting, and delivered enjoining or restraining any Seller from consummating the same transactions contemplated hereby with respect to any Property; provided that if an Order exists prohibiting, enjoining or restraining Seller from consummating the transactions contemplated hereby with respect to one or more, but not all, of the Properties, Buyer shall, upon the request of Seller, nevertheless be obliged to fulfill its obligations hereunder with respect to the BuyerProperty or Properties as to which no such Order exists. (b) The Title Company shall have issued or shall have irrevocably committed to issue, upon payment of the applicable premium therefor, a CLTA or 1992 ALTA Owner's Policy of Title Insurance (provided, that in jurisdictions where local regulations require a form of policy other than a CLTA or 1992 ALTA Owner's Policy, such other required form shall be used) with respect to each Real Property in the form of the preliminary title report issued by the Title Company and delivered to Buyer prior to the fifth Business Day after the execution and delivery by Buyer and Seller of this Agreement (each, a "Preliminary Title Report" or "PTR"), showing title to such Buyer Real Property vested in Buyer, subject only to the duly executed Debenture and Warrants in accordance with Section 1 aboveAcceptable Permitted Exceptions. (c) The representations Buyer shall have received estoppel certificates for each Real Property by the time and warranties to the extent required by Section 8.4. (d) Each of the Company documents required to be delivered by Sellers pursuant to Section 8.3 shall have been delivered as provided therein and Sellers shall not otherwise be in material default of their obligations hereunder, and all of Sellers' representations contained in this Agreement, as modified by the Exhibits and Schedules hereto, herein shall be true and correct in all material respects as of the date when made and as of Closing Date; provided, however, that notwithstanding anything contained herein to the Closing Date as though made at such time (except for representations and warranties that speak as of a specific datecontrary, which representations and warranties this condition shall be deemed to have been satisfied even if such representations were not true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with on the covenants, agreements and conditions required by date of this Agreement but are so true and correct in all material respects on the Closing Date; and provided, further, that a failure of one or more of the Sellers to be performedsell one or more of the Properties, satisfied or complied with by but not all of the Company at Properties, shall enable the Buyer to make the election described in Section 2.2(c)(i). (e) Legacy Partners Commercial, Inc. shall have delivered to Ernst & Young LLP, on or prior to the Closing Date. The Buyer shall have received , a certificate or certificates, executed by the President and 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 such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and letter in substantially the same form as EXHIBIT E attached of Exhibit L hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each ------------------------------------------------- Buyer hereunder to purchase the Debenture and Warrants Common Stock at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) A. The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) B. The Company shall have delivered to such Buyer certificates representing the duly executed Debenture and Warrants Common Stock registered in accordance with Section 1 abovethe name of Buyer. (c) C. The irrevocable instructions, in form and substance satisfactory to the Buyer, shall have been delivered to the Company's Transfer Agent. D. The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificates, executed by the President and Chief Executive Officer chief executive officer of the Company, and the Company dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates with respect to the Company's Certificate Articles of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) E. The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to copy of the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed Registration Rights Agreement in the prior five years form and substance satisfactory to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such LiensBuyer.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Debenture its Convertible Notes and Warrants at the Closing is subject to the satisfaction, at or before the each applicable Closing Date and in respect of each such Closing Date, of each of the following conditions, provided that these conditions are for such each Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed this Agreement and delivered to each Buyer each of the Transaction Documents to which the Company is a party and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have duly executed and delivered to such Buyer the duly executed Debenture Convertible Notes and Warrants as is set forth on the applicable signature page hereto and the Company shall have complied in accordance all material respects with Section 1 aboveall obligations under this Agreement and the other Transaction Documents, including, without limitation, the Convertible Notes and the Warrants. (cii) The representations Each and warranties every representation and warranty of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such 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. . (iii) The Buyer Ordinary Shares (A) shall be designated for quotation on the Principal Market; and (B) shall not have received a certificate or certificatesbeen suspended, executed by the President and Chief Executive Officer of the Company, dated as of the Closing Date, to by the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates with respect to SEC or the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to Principal Market from trading on the transactions contemplated herebyPrincipal Market. (div) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (v) 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents, and no actions, suits or proceedings shall be pending by any governmental authority that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents. (evi) Trading Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, a Material Adverse Effect and the Company will make application has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the PRINCIPAL MARKET, if legally required relief of debtors instituted by Nasdaq, to have or against the Conversion Shares and the Warrant Shares authorized for quotationCompany. (fvii) The Buyer shall have received an opinion In respect of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Additional Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies an executed copy of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed a payoff letter from Qpoint substantially in the prior five years form attached hereto as Exhibit E and such other documents, instruments or certificates relating to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed transactions contemplated by this Agreement reasonably required to in writing by consummate the Buyers shall not show any such Lienstransactions contemplated hereby.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The Buyer's obligation of each Buyer hereunder to purchase the Debenture and Warrants at Property is conditioned upon the satisfaction (or Buyer's written waiver) on or prior to the Closing is subject to the satisfaction, at or before the Closing Date, of each Date of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company There shall have executed this Agreement and exist on the Registration Rights AgreementClosing Date no pending Order prohibiting, and delivered enjoining or restraining Seller from consummating the same to the Buyertransactions contemplated hereby. (b) The Company All consents required to be obtained from, or filings required to be made with, any Governmental Authority or third party in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 abovebeen obtained or made. (c) The Title Company shall have issued or shall have committed to issue, upon payment of the applicable premium therefor, an ALTA Form B Owner's Policy of Title Insurance, with respect to the Real Property in the form of the title insurance commitment or preliminary title report issued by the Title Company and delivered to and approved by Buyer pursuant to the terms of SECTION 5.1 hereof (the "TITLE COMMITMENT"), showing title to the Real Property vested in Seller, subject only to the Permitted Exceptions. It shall not be a condition to Closing that Buyer obtain any endorsements or coverages not set forth in the Title Commitment. (d) Each of the documents required to be delivered by Seller pursuant to SECTION 8.3 shall have been delivered as provided therein and Seller shall not otherwise be in material default of its material obligations hereunder, and all of Seller's representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, herein 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, which representations and warranties shall be true and correct as of such 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. The Buyer shall have received a certificate or certificates, executed by the President and 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 such Buyer 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. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET Buyer shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application previously terminated this Agreement pursuant to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotationin accordance with SECTION 7.7. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of On the Closing Date, not less than ninety-five percent (95%) of the Improvements (or 190,383.80 square feet) shall be leased and the Tenants thereunder shall be open and operating their respective demised premises and paying full Rents and other Reimbursable Expenses, and have not filed for bankruptcy or other relief from creditors (the "REQUIRED TENANTS"). Notwithstanding the foregoing, if, on the Closing Date, one or more of the Required Tenants does not meet the requirements of the preceding sentence (the "MISSING TENANTS"), the requirements of the preceding sentence will be deemed satisfied if all of the following requirements are met: (a) the Missing Tenants do not exceed 10,000 square feet individually or 30,360 square feet in formthe aggregate; and (b) on the Closing Date, scope Seller deposits into the Master Lease Escrow (as defined in SECTION 7.2 hereof) for each such Missing Tenant an amount equal to: (i) twenty four (24) months Rents and substance reasonably satisfactory Reimbursable Expenses in the amounts specified in the Rent Roll (as hereinafter defined); and (ii) estimated brokerage commissions in the amount of $3.00 per square foot and estimated tenant improvement allowances in the amount of $5.00 per square foot (if the premises are already in a vanilla box condition) or $15.00 per square foot (if the premises are not in a vanilla box condition), with such amounts to be administered pursuant to the Buyer and terms of the Master Lease Escrow described in substantially the same form as EXHIBIT E attached heretoSection 7.2. (g) The Buyer Seller shall have received a Closing Certificate obtained and delivered to Buyer the tenant estoppel certificates and REA estoppel certificates described in Section 1(b)(v) above, dated as of the Closing Date8.4. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. Closing Date. The obligation of each Buyer hereunder to purchase the Debenture Common Stock and Warrants Option Shares 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 such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement and each of the Registration Rights AgreementTransaction Documents, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer complied with the duly executed Debenture and Warrants in accordance with Section 1 aboveprovisions of Exchange Act 14f-1. (c) Company shall have delivered in a form reasonably satisfactory to Buyer, evidence of satisfaction of indebtedness and payables as set forth on Exhibit 6(c) hereto. (d) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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 that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificatescertificate, executed by the President and 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 such Buyer including, but not limited to certificates with respect to the Company's Certificate of Incorporationwithout limitation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. (d) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any an update as of the transactions contemplated by this AgreementInitial Closing Date regarding the representation contained in Section 3(c) above. (e) Trading Company shall have delivered, in a form reasonably satisfactory to Buyer, evidence of revisions of the agreement with T-Bar Ranch Investments to remove any anti-dilution rights and the exchange of the stock held by T-Bar Ranch Investments in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days amount of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized 3,750,000 for quotationa certificate representing 738,000 shares. (f) The Buyer shall have received an the opinion of the Company's counsel, counsel dated as of the Initial Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E of Exhibit 6(f) attached hereto. (g) The Company shall have executed and delivered to Buyer (a) the Stock Certificates (in such denominations as Buyer shall request) for the Common Stock being purchased by Buyer at the Closing and (b) Option Certificates for the Options. (h) The Board of Directors of the Company shall have received adopted resolutions in a form reasonably acceptable to Buyer. (i) As of the Closing Certificate described Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Options, a number of shares of Common Stock equal to at least the number of Option Shares issuable upon conversion of the Options outstanding on the Closing Date (assuming all such Options were fully convertible or exercisable on such date regardless of any limitation on the timing or amount of such conversions or exercises). (j) The Company shall have delivered to Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in Section 1(b)(vsuch corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing. (k) above, dated The Company shall have delivered to Buyer a certified copy of its Articles of Incorporation as certified by the Secretary of State of the State of Colorado within ten days of the Closing Date. (hl) The Company shall have delivered to Buyer a secretary's certificate, dated as the Buyer an executed Accountant Letter and an executed Law Firm LetterClosing Date, as to (i) the resolutions described in Section 3(dd6(h), (ii) hereofthe Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (im) Prior to the Closing, the The Company shall have delivered or caused to be Buyer, in a form reasonably acceptable to Buyer, evidence appointing four (4) individuals designated by Buyer, as directors of the Company upon the Closing. (n) The Company shall have modified the employment contracts with Tom Kobayashi, David Gustafxxx, Xxx Xxxxt xxx Xxxx Xxxxxx ix xxxx xxd subxxxxxx xxxxonably satisfactory to the Buyer. (o) The Company shall have delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name such other documents relating to the transactions contemplated by this Agreement as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person Buyer or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienscounsel may reasonably request.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Debenture and Warrants Common Shares 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 such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed this Agreement and the Registration Rights Agreement, and delivered to Buyer (A) each of the same other Transaction Documents and (B) the Common Shares at the Closing pursuant to this Agreement. (ii) Buyer shall have received the opinion of Cxxxxx Xxxxx, the Company’s corporate counsel, dated as of the Closing Date, in the form reasonably acceptable to Buyer. (biii) The Company shall have delivered to such Buyer a copy of the duly executed Debenture and Warrants Irrevocable Transfer Agent Instructions, in accordance with Section 1 abovethe form reasonably acceptable to Buyer, which instructions shall have been delivered to the Company’s transfer agent. (civ) The representations and warranties Company shall have delivered to Buyer a certificate, in the form acceptable to Buyer, executed by the Secretary of the Company contained in this Agreementand dated as of the Closing Date, as modified to (i) the resolutions consistent with Section 3(d) as adopted by the Exhibits Company’s board of directors in a form reasonably acceptable to Buyer, (ii) the Certificate of Incorporation and Schedules hereto(iii) the Bylaws, each as in effect at the Closing. (v) Each and every representation and warranty 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 originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such 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. . (vi) The Buyer Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have received a certificate or certificatesbeen suspended, executed by the President and Chief Executive Officer of the Company, dated as of the Closing Date, to by the foregoing effect and SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as to such other matters as may be reasonably requested of the Closing Date, either (A) in writing by such Buyer including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to SEC or the transactions contemplated herebyPrincipal Market or (B) by falling below the minimum maintenance requirements (if any)of the Principal Market. (dvii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares, including without limitation, those required by the Principal Market. (viii) 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents. (eix) Trading Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotationa Material Adverse Effect. (fx) The Buyer Company shall have received an opinion obtained approval of the Company's counselPrincipal Market to list or designate for quotation (as the case may be) the Common Shares, dated as of the Closing Date, in form, scope and substance reasonably satisfactory if any approval is required to the Buyer and in substantially the same form as EXHIBIT E attached heretoobtain such listing or designation. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hxi) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Lettersuch other documents, as described in Section 3(dd) hereof. (i) Prior instruments or certificates relating to the Closing, the Company shall have delivered or caused to be delivered to each transactions contemplated by this Agreement as Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienscounsel may reasonably request.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. ​ (a) The obligation of each Buyer hereunder to purchase the Debenture and Warrants at the Closing is subject to the satisfaction, at or before the applicable Closing Date and in respect of the Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretion:discretion by providing the Company with prior written notice thereof: ​ (ai) The Company shall have duly executed and delivered to Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to Buyer the Warrants so purchased at the Closing and the Company shall have complied in all respects with all obligations under this Agreement and the Registration Rights Agreementother Transaction Documents, and delivered including, without limitation, the same to the Buyer.Warrants. ​ (bii) The Company shall have delivered to such Buyer the duly executed Debenture Each and Warrants in accordance with Section 1 above. (c) The representations every representation and warranties warranty of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such 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. The Buyer shall have received a certificate or certificatescertificate, executed by the President and Chief Executive Officer of the Company, dated as of the Closing Date, to to (i) the foregoing effect effect, (ii) verifying the accuracy of Section 7(a)(v) herein, (iii) and as to such other matters as may be reasonably requested by such Buyer including, but not limited in the form reasonably acceptable to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby.Buyer. ​ (diii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. ​ (iv) 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 or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by the Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents. ​ (v) Since the date of execution of this Agreement., no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect and the Company has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. ​ (evi) Trading in The Company shall have entered into a definitive agreement to merge with Net Element, Inc., a Delaware corporation, and issued a public announcement regarding ​ ​ ​ ​ ​ the Common Stock on the PRINCIPAL MARKET merger, and such definitive agreement shall not have expired, terminated or been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation.abandoned. ​ (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (hvii) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Lettersuch other documents, as described in Section 3(dd) hereof. (i) Prior instruments or certificates relating to the Closing, transactions contemplated by this Agreement reasonably required to consummate the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.transactions contemplated hereby. ​

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture and Warrants at Shares on the Closing Date is subject to the satisfaction, satisfaction by the Company of each of the following conditions at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) This Agreement shall not have been terminated pursuant to Section 8 hereof. (b) The Company shall have duly executed this Agreement and each of the Registration Rights Agreement, Transaction Documents and delivered the same to the Buyer. (bc) The Common Stock shall remain listed or quoted on the OTCQB market (or a national securities exchange), shall not have been suspended by the SEC or the national securities exchange, if applicable. (d) The Battelle MOU shall have been duly approved and executed by the parties thereto and an executed copy of which shall have been delivered by the Company to the Buyer. (e) The Deerfield Agreement shall have been duly approved and executed by the parties thereto and an executed copy of which shall have been delivered to the Buyer. (f) The Company shall have delivered issued to such the Buyer Shares sold to the duly executed Debenture Buyer pursuant to this Agreement and Warrants shall have instructed its transfer agent to record in accordance with Section 1 abovethe Company’s books and records the Shares in the name of the Buyer on the Closing Date. (cg) The Battelle Waiver shall have been duly approved, executed by the parties thereto and shall remain in full force and effect and a copy of the Battelle Waiver shall have been delivered to the Buyer. (h) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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 such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement, the Registration Rights Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date. . (i) The Buyer shall have received the opinion of the Company’s legal counsel dated as of the date hereof in customary form and substance that is acceptable to the Buyer. (j) The Signing Resolutions shall remain in full force and effect without any amendment or supplement thereto as of the Closing Date. (k) The Company shall have delivered to the Buyer a good standing certificate or certificatesissued by the Secretary of State of the State of Delaware as of a date within five (5) trading days of the Closing Date. (l) The Company shall have delivered to the Buyer a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the Delaware within five (5) trading days of the Closing Date. (m) The Company shall have delivered to the Buyer a secretary’s certificate executed by the President and Chief Executive Officer Secretary of the Company, dated as of the Closing Date, as to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws Incorporation and Board Bylaws of Directors' resolutions relating to the transactions contemplated herebyCompany and the Signing Resolutions. (dn) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enactedobtained all governmental, enteredregulatory or third party consents (including without limitation, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any selfanti-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application assignment consent related to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion change of control of the Company's counsel) and approvals, dated as if any, necessary for the sale of the Closing DateShares, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto.and (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (ho) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior such other documents relating to the Closing, the Company shall have delivered or caused to be delivered to each transactions contemplated by this Agreement as Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Lienscounsel may reasonably request.