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 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 each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered (physically or by electronic copy) to such Buyer (i) each of the Transaction Documents, (ii) the Shares as set forth on such Buyer’s signature page hereto, and (iii) the related Warrants (allocated in such amounts as Buyer shall request) being issued to such Buyer at the Closing pursuant to this Agreement in an amount equal to 100% of the Shares purchased by such Buyer at an exercise price per Series C Warrant Share of $1.00, subject to adjustment, as set forth on such Buyer’s signature page hereto. (ii) Such Buyer shall have received the opinion of Rxxxxxxxxx & Pxxxx LLP, the Company’s outside counsel (“Opinion of Counsel”), dated as of the Closing Date, in substantially the form of Exhibit B attached hereto. (iii) The Company shall have delivered to such 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 10 days of the Closing Date. (iv) 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 (or comparable office) in each jurisdiction in which the Company has so qualified, as of a date within 10 days of the Closing Date. (v) The representations and warranties of the Company 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 that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit C. (vi) The Common Stock (A) shall be designated for quotation or listed 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 listing maintenance requirements of the Principal Market. (vii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Shares Note and the related Warrants 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 each Buyer’s sole benefit and may be waived by such both Collateral Agent and Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Collateral Agent and the Company shall have duly executed and delivered (physically or by electronic copy) to such Collateral Agent and Buyer (i) each of the Transaction Documents, (ii) the Shares as set forth on such Buyer’s signature page heretoDocuments to which it is a party, and (iii) the related Warrants (allocated in such amounts as Company shall have duly executed and delivered to Buyer shall request) being issued to such Buyer at the Closing pursuant to this Agreement in an amount equal to 100% of Note and the Shares purchased by such Buyer at an exercise price per Series C Warrant Share of $1.00, subject to adjustment, as set forth on such Buyer’s signature page heretoWarrant. (iib) Such Buyer Collateral Agent and Xxxxx shall have received the opinion of Rxxxxxxxxx & Pxxxx LLP, the Company’s outside in-house counsel, or such other counsel (“Opinion of Counsel”)as is reasonably acceptable to counsel for Collateral Agent and Buyer, dated as of the Closing Date, in substantially the form of Exhibit B attached heretoacceptable to Collateral Agent and Buyer. (iiic) The Company shall have delivered to such Collateral Agent and Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to Collateral Agent and Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent. (d) The Company shall have delivered to Collateral Agent and 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, jurisdiction of formation as of a date within 10 forty-five (45) days of the Closing Date. (ive) The Company shall have delivered to such Collateral Agent and Buyer a certificate evidencing certified copy of the Company’s qualification Articles of Incorporation as a foreign corporation and good standing issued certified by the Nevada Secretary of State within forty-five (or comparable office45) in each jurisdiction in which the Company has so qualified, as of a date within 10 days of the Closing Date. (vf) The Company shall have delivered to Collateral Agent and Buyer a certificate, in the form acceptable to Collateral Agent and 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 Collateral Agent and Buyer, (ii) the Articles of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing. (g) The representations and warranties of the Company 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, Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer Collateral Agent and Xxxxx shall have received a certificate, duly executed by the Chief Executive Financial 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 Collateral Agent or Buyer in the form attached hereto acceptable to Collateral Agent and Buyer, as Exhibit C.applicable. (vih) 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 (I1) in writing by the SEC or the Principal Market or (II2) by falling below the minimum listing maintenance requirements of the Principal Market. (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, if any. (j) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (k) 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. (l) The Company shall have delivered to such Collateral Agent and Buyer such other documents relating a copy of the fully executed Termination Agreement, approved by the applicable bankruptcy court of Mexico. (m) The Company shall have fulfilled all of the conditions precedent to the transactions contemplated effectiveness of the Termination Agreement. (n) The Company shall have (i) cancelled that certain Convertible Promissory Note, dated as of August 10, 2017, issued by this Agreement the Company in favor of Xxxxx X. Xxxxxxxxxx (the “Existing Pignatelli Note”), (ii) terminated that certain Note Purchase Agreement, dated as such of August 10, 2017, among Minosa, the Company and Odyssey Marine Enterprises, Ltd., pursuant to which the Existing Pignatelli Note was issued and (iii) issued Xxxxx X. Xxxxxxxxxx a new note in form and substance reasonably acceptable to the Collateral Agent. (o) The Company and its Subsidiaries shall have delivered to Collateral Agent and Buyer or its counsel may reasonably requestevidence of any and all Liens granted in favor of Holder in accordance with the Security Documents.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Shares Term Notes and the related 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 each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company Companies with prior written notice thereof: (ia) The Company Each Company, as applicable, shall have duly executed and delivered (physically or by electronic copy) to such Buyer (iA) each of the Transaction Documents, and (iiB) the Shares as set forth on such Buyer’s signature page hereto, and Term Notes (iii) the related Warrants (allocated in such amounts denominations as Buyer shall requesthave requested prior to the Closing) being issued to such purchased by Buyer at the Closing pursuant to this Agreement in an amount equal to 100% of the Shares purchased by such Buyer at an exercise price per Series C Warrant Share of $1.00, subject to adjustment, as set forth on such Buyer’s signature page heretoAgreement. (iib) Such Parent shall have delivered to Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, which instructions shall have been delivered to and acknowledged in writing by Parent’s transfer agent. (c) Buyer shall have received the opinion of Rxxxxxxxxx Xxxxxx & Pxxxx Bird LLP, Xxxxx Lardner LLP, Xxxxxx Xxxxxxx LLP and XxXxxxx Xxxxxx, the Company’s Companies’ outside counsel legal counsels, in substantially the forms of Exhibit F-1, F-2, F-3 and F-4 respectively. (“Opinion of Counsel”), dated as d) Buyer shall have received the opinion of the Closing DateCompanies’ General Counsel, in substantially the form of Exhibit B attached hereto.G. (iiie) The Each domestic and Canadian Company shall have delivered to such Buyer a certificate evidencing the formation or incorporation or amalgamation and good standing or otherwise of the such Company and each of its Subsidiaries in such entity’s jurisdiction of formation or incorporation or amalgamation issued by the Secretary of State (or comparable governmental office) of such jurisdiction, as of a date within 10 days of reasonably proximate to the Closing Date. (ivf) The Each domestic Company shall have delivered to such Buyer a certificate evidencing the such Company’s qualification as a foreign corporation or other entity and good standing or otherwise issued by the Secretary of State (or comparable governmental office) in of each jurisdiction in which the such Company has so qualifiedconducts business, as of a date within 10 days of reasonably proximate to the Closing Date. (vg) Each domestic Company shall have delivered to Buyer a certified copy of such Company’s certificate or articles of incorporation or amalgamation (or other applicable governing document), as certified by the Secretary of State (or comparable governmental office) of such entity’s jurisdiction of formation or incorporation or amalgamation, reasonably proximate to the Closing Date. (h) Each Company shall have delivered to Buyer a certificate, executed by the Secretary (or other authorized person acceptable to Buyer) of such Company and dated the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by such Company’s board of directors (or other governing body) in a form reasonably acceptable to Buyer, (ii) such Company’s articles or certificate of incorporation or amalgamation (or other applicable governing document) and (iii) such Company’s bylaws (or other applicable governing document), each as in effect at the Closing, in the form attached hereto as Exhibit H. (i) The representations and warranties of the each Company shall be true and correct in all material respects (except for those representations representation, 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, Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified specific date) ), and the each Company shall have performed, satisfied and or complied in all material respects with the covenants, agreements and conditions required by this Agreement or the Transaction Documents to be performed, satisfied or complied with by the each Company at or prior to the Closing Date. Such Buyer shall have received a certificatecertificates, executed by the Chief Executive Officer chief executive officer (or other authorized person acceptable to Buyer) of the each 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 Buyer, in the form attached hereto as Exhibit C.I. (vij) Parent shall have delivered to Buyer a letter from Parent’s transfer agent certifying the number of shares of Common Stock and the number of Exchangeable Shares outstanding as of a date within five days of the Closing Date. (k) The Common Stock (AI) shall be designated for quotation or listed on the Principal Market and (BII) 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 listing maintenance requirements of the Principal Market. (viil) The Company Each of the Companies shall have obtained all governmental, regulatory and third party consents and approvals, if any, necessary for the sale of the Securities at the Closing. (m) Each of the domestic and Canadian Companies shall have obtained or had obligated on the behalf, and delivered to Buyer searches of Uniform Commercial Code filings or PPSA filings and other customary Canadian lien searches in the jurisdictions of formation or incorporation of each of such Companies, the jurisdiction of the chief executive offices of each of such Companies and each jurisdiction where any Collateral owned by such Companies (as defined in the Security Agreement) is located or where a filing would need to be made in order to perfect Buyer’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens. (n) Each of the domestic and Canadian companies shall have delivered to such Buyer or approved Buyer’s form, UCC and PPSA financing statements for each appropriate jurisdiction as is necessary, in Buyer’s reasonable discretion, to perfect Buyer’s security interest in the Collateral. (o) Each of the Companies shall have executed and delivered to Buyer the Fee Letter. (p) Parent shall have delivered evidence satisfactory to Buyer in its reasonable discretion of the amendment to the Rights Agreement as provided in Section 4(k). (q) Parent shall deliver the resignations, effective as of the Closing, of 5 members of Parent’s Board of Directors from the list of approved director resignations submitted to Buyer prior to the execution of this Agreement. (r) The Companies shall have mailed a notice to all its shareholders 10 days prior to the Closing Date in a form satisfactory to the Buyer in compliance with NASDAQ Rule 4350(i)(2) and shall have complied with all other directives of NASDAQ in connection with the financial viability exception set forth in Rule 4350(i)(2). (s) There shall not have occurred a Material Adverse Effect. (t) Parent shall have complied with Section 4(l)(i). (u) Each of the applicable Companies and Silicon Valley Bank shall have executed and delivered to the Buyer a Deposit Account Control Agreement in the form attached hereto as Exhibit L. (v) The Companies shall have delivered to the Buyer, the stock certificates together with stock powers executed in blank set forth on Schedule 7(v) hereof. (w) Each of the Companies shall have delivered to Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Shares and the related Warrants applicable Debenture at the applicable Closing is subject to the satisfaction, at or before the Closing Datedate of the applicable Closing, of each of the following conditions, provided that these conditions are for each BuyerXxxxx’s sole benefit and may be waived by such Buyer Xxxxx at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered (physically or by electronic copy) to such Buyer (i) each of the Transaction Documents, (ii) Documents to which it is a party and the Shares as set forth on such Buyer’s signature page hereto, Company shall have duly executed and (iii) delivered to Buyer the related Warrants (allocated in such amounts as Buyer shall request) being issued to such applicable Debenture purchased by Buyer at the Closing applicable Closing, pursuant to this Agreement in an amount equal to 100% of the Shares purchased by such Buyer at an exercise price per Series C Warrant Share of $1.00, subject to adjustment, as set forth on such Buyer’s signature page heretoAgreement. (ii) Such Buyer Xxxxx shall have received the opinion of Rxxxxxxxxx & Pxxxx LLP, the Company’s outside counsel (“Opinion of Counsel”)corporate counsel, dated as of the Closing Datedate of each Closing, in substantially the a form of Exhibit B attached heretoreasonably acceptable to Buyer. (iii) The Company shall have delivered to such 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 10 days of the Closing Date[Reserved]. (iv) The Company shall have delivered to such Buyer a certificate of good standing evidencing the formation and good standing of the Company issued by the Secretary of State of Delaware as of a date within ten (10) days of the Second Closing Date. (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) in of each jurisdiction in which the Company has conducts business in the United States, if any, and is required to so qualifiedqualify, as of a date within 10 ten (10) days of the Second Closing Date. (vvi) The representations Company shall have delivered to Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of Delaware within ten (10) days of each Closing. (vii) The Company shall have delivered to Buyer a certificate, in a form acceptable to Buyer, executed by the Chief Executive Officer of the Company and warranties 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 Certificate of Incorporation of the Company and (iii) the Bylaws 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 (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 date of each Closing Date, as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Datedate of each Closing. Such Buyer Xxxxx shall have received a certificate, duly executed by the Chief Executive 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 Xxxxx in the a form attached hereto as Exhibit C.acceptable to Buyer. (viix) The Company shall have delivered to Buyer a letter from the Company’s transfer agent certifying the number of Common Shares outstanding on the date immediately prior to each Closing. (x) The Common Stock 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 Closing Datedate 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 Closing Date, either Market. (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum listing maintenance requirements of the Principal Market. (viixi) The Company shall have delivered to such Buyer such other documents relating to obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the transactions contemplated sale of the Securities, including without limitation, those required by this Agreement as such Buyer or its counsel may reasonably requestthe Principal Market, if any.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each the Buyer hereunder to purchase the Common Shares and the related Warrants that the Buyer is purchasing at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each the Buyer’s sole benefit and may be waived by such the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered (physically or by electronic copy) to such the Buyer (iA) each of the Transaction Documents, (iiB) the Common Shares as set forth on such Buyer’s signature page hereto, and (iii) being purchased by the related Warrants (allocated in such amounts as Buyer shall request) being issued to such Buyer at the such Closing pursuant to this Agreement in an amount equal to 100% of and (C) the Shares related Warrants being purchased by such the Buyer at an exercise price per Series C Warrant Share of $1.00, subject such Closing pursuant to adjustment, as set forth on such Buyer’s signature page heretothis Agreement. (ii) Such The Buyer shall have received the opinion of Rxxxxxxxxx & Pxxxx Sichenzia Xxxx Xxxxxxx LLP, the Company’s outside counsel (“Opinion of Counsel”)counsel, dated as of the Initial Closing Date, in substantially the form of Exhibit B C attached hereto. (iii) The Company shall have delivered to such the Buyer a copy of the Irrevocable Transfer Agent Instructions with respect to the Initial Closing, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to the Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries Subsidiaries, if any, in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 ten (10) calendar days of the Initial Closing Date. (ivv) The Company shall have delivered to such the Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) in of each jurisdiction in which the Company has conducts business and is required to so qualifiedqualify, as of a date within 10 ten (10) calendar days of the Initial Closing Date. (vvi) The Company shall have delivered to the 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 formation within ten (10) calendar days of the Initial Closing Date. (vii) The Company shall have delivered to the 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 the Buyer, (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Initial Closing, in the form attached hereto as Exhibit D. (viii) The representations and warranties of the Company 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 Initial Closing Date, Date as though made at that time (except for representations and warranties that speak as of a specific date, date which 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 the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Such The Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such the Buyer in the form attached hereto as Exhibit C.E. (viix) The Company shall have delivered to the Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) calendar days of the Initial Closing Date. (x) The Common Stock (AI) shall be designated for quotation or listed on the Principal Market and (BII) shall not have been suspended, as of the Initial 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 Initial Closing Date, either (IA) in writing by the SEC or the Principal Market or (IIB) by falling below the minimum listing maintenance requirements of the Principal Market. (viixi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities and the consummation of the transactions contemplated hereby including issuance of the Warrant Shares. (xii) Each of Xxxxxx Xxx and Xxxxxxxx Xxxxx shall have been appointed as members of the Board of Directors of the Company, with Xxxxxx Xxx appointed for a two year term and Xxxxxxxx Xxxxx appointed for a one year term. Xxxxxx Xxx also shall have been appointed as Chairman of the Board, e chair of the Governance Committee and a member of the Audit and the Compensation Committees. Xxxxxxxx Xxxxx shall have been appointed as the chair of the Audit Committee and a member of the Compensation and Governance Committees. Following these appointments the number of directors of the Company shall be five. Cash compensation for directors shall have been approved so that for so long the Buyer has the right to appoint a Buyer Designee to the Board of Directors, each director shall receive a monthly director fee of $6,000 for serving on the Board of Directors, as well as an additional $2,000 per month for serving on a Board committee, and the Chairman of the Board shall receive an additional $8,000 per month. (xiii) The Board of Directors of the Company shall have approved an increase of 15,000,000 shares available for issuance under the Company’s 2017 Equity Incentive Plan, as amended (the “Plan”) subject to the approval of the Company’s shareholders, to which the Board shall recommend approval thereof at the next meeting of the shareholders of the Company. (xiv) The Company shall have approved entering into consulting agreements with Xxxx Xxxxxxx and Xxxxx Xxxxxxxxxxxxx (“Consulting Agreements”) for the respective compensation and Option grant (and any terms) set forth on Exhibit F and the Board of Directors of the Company shall have approved such compensation and option grant subject to the approval of the shareholders of the increase in available shares under the Company’s Plan as set forth in clause (xiv) above. (xv) The Company shall have approved entering into employment agreements with Xxxx Xxxxxxxx, Xxxxxx Xxxxx, and Xxx Xxxxxx (“Employment Agreements”) for the respective compensation and Option grant (and any terms) set forth on Exhibit G and the Board of Directors of the Company shall have approved such compensation and option grant subject to the approval of the shareholders of the increase in available shares under the Company’s Plan as set forth in clause (xiv) above. (xvi) The Company shall have entered into binding term sheets with each of (a) MedPharm LLC, (b) Futurevision 2020, LLC, Futurevision Ltd, and Medicine Man Longmont, LLC, collectively, (c) MX, LLC, (d) Los Sueños Farms, LLC, and (e) Farm Boy LLC and Baseball 18, LLC, collectively, in each case providing for the acquisition by the Company of such entity on terms and conditions acceptable to the Buyer (each, an “Acquisition”, and collectively, the “Acquisitions”). (xvii) The Company’s bylaws shall be amended such that the provisions set forth in Section 10(b) of this Agreement are included in the Company’s bylaws. (xviii) The Company shall have delivered to such the Buyer such other documents relating to the transactions contemplated by this Agreement as such the Buyer or its counsel may reasonably request. (xix) The Company shall have taken such actions are required under applicable law to ensure that Nevada Rev. Stat 78.411 - 78.444 does not apply to the Buyer. (xx) Xxx Xxxxxxx shall have resigned from the Company’s Board of Directors. (b) The obligation of the Buyer hereunder to purchase the Common Shares and the related Warrants that the Buyer is purchasing at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Initial Closing shall have occurred. (ii) The Second Closing Date shall be no later than July 15, 2019. (iii) The Buyer shall have received the opinion of Sichenzia Xxxx Xxxxxxx LLP, the Company’s outside counsel, dated as of the Second Closing Date, in substantially the form of Exhibit C attached hereto. (iv) The Company shall have delivered to the Buyer a copy of the Irrevocable Transfer Agent Instructions with respect to the Second Closing, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (v) The Company shall have duly executed and delivered to the Buyer (A) each of the Transaction Documents, (B) the Common Shares being purchased by the Buyer at such Closing pursuant to this Agreement and (C) the related Warrants being purchased by the Buyer at such Closing pursuant to this Agreement. (vi) The representations and warranties of the Company shall be true and correct as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. The Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Second Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer in the form attached hereto as Exhibit E. (vii) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Second 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 Second Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (viii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (ix) The Company shall have obtained the Insurance (as defined below). (x) The Company shall have entered into definitive agreements in respect of each of the Acquisitions in forms acceptable to the Buyer, to the extent permitted under applicable law. (xi) The Company shall have delivered to the Buyer such other documents relating to the transactions contemplated by this Agreement as the Buyer or its counsel may reasonably request.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Shares its Common Stock, Preferred Stock and the 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 each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered (physically or by electronic copy) to such Buyer (i) each of the Transaction DocumentsDocuments to which it is a party and the Company shall have duly executed and delivered to Buyer the Common Stock, (ii) the Shares Warrants and Preferred Stock as is set forth on such Buyer’s signature page hereto, the Buyer Schedule and (iii) the related Warrants (allocated Company shall have complied in such amounts as Buyer shall request) being issued to such Buyer at the Closing pursuant to all respects with all obligations under this Agreement in an amount equal to 100% of and the Shares purchased by such Buyer at an exercise price per Series C Warrant Share of $1.00other Transaction Documents, subject to adjustmentincluding, as set forth on such Buyer’s signature page heretowithout limitation, the Preferred Stock and the Warrants. (ii) Such Buyer The Company shall have received delivered to Buyer a copy of the opinion of Rxxxxxxxxx & Pxxxx LLPIrrevocable Transfer Agent Instructions, in the form previously provided to the Company, which instructions shall have been delivered to and acknowledged in writing by the Company’s outside counsel (“Opinion of Counsel”), dated as of the Closing Date, in substantially the form of Exhibit B attached heretotransfer agent. (iii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of in its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, jurisdiction of formation as of a date within 10 ten (10) days of the applicable Closing Date. (iv) 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 (or comparable office) in of each jurisdiction in which the Company has conducts business and is required to so qualifiedqualify, as of a date within 10 ten (10) days of the Closing Dateapplicable Closing. (v) The representations Company shall have delivered to Buyer a certified copy of the Articles of Incorporation as certified by the 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 warranties dated 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 (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 applicable Closing Date, Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents 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. Such Buyer shall have received a certificate, executed by the 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 in the form attached hereto as Exhibit C.acceptable to Buyer. (viviii) 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 (AI) shall be designated for quotation or listed on the Principal Market and (BII) 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 (IA) in writing by the SEC or the Principal Market or (IIB) by falling below the minimum listing 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). (viix) 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 statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents, 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. (xii) 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. (xiii) The Company shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as reasonably required to consummate the transactions contemplated hereby. (xiv) Solely with respect to the Second Closing, the Company shall have filed the Certificate of Designations with the Secretary of State of the Company’s jurisdiction of incorporation within ten (10) days of the First Closing and such Certificate of Designations shall be in full force and effect. (xv) Such other conditions which are set forth on Annex A to the Buyer or its counsel may reasonably requestSchedule.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the its applicable Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date and in respect of the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered (physically or by electronic copy) to such Buyer (i) each of the Transaction Documents, (ii) the Shares as set forth on such Buyer’s signature page hereto, and (iii) the related Warrants (allocated in such amounts as Buyer shall request) being issued Documents to such Buyer at the Closing pursuant to this Agreement in an amount equal to 100% of the Shares purchased by such Buyer at an exercise price per Series C Warrant Share of $1.00, subject to adjustment, as set forth on such Buyer’s signature page heretowhich it is a party. (ii) Such Buyer shall have received the opinion of Rxxxxxxxxx & Pxxxx LLP, the Company’s outside counsel (“Opinion of Counsel”), dated as of the Closing Date, in substantially the form of Exhibit B attached hereto. (iii) The Company shall have delivered provide to such Buyer satisfactory evidence from the Secretary of State of its jurisdiction of formation that the Company has been formed and is in good standing and shall deliver to Buyer a certificate evidencing the formation and good standing of the Company and each of in its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, jurisdiction of formation as of a date within 10 ten (10) days of prior to the Closing Date. (iviii) 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 (or comparable office) in of each jurisdiction in which the Company has conducts business and is required to so qualified, qualify as of a date within 10 ten (10) days prior to the Closing Date. (iv) The Company shall have delivered to Buyer a certified copy of the true and correct Certificate of Incorporation as of the date hereof and shall deliver a certified copy from the Nevada Secretary of State as of a date within ten (10) days prior to the Closing Date. (v) The representations Company shall have delivered to Buyer a certificate, in the form reasonably acceptable to Buyer, executed by the Secretary of the Company and warranties 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) Certificate of Incorporation, and (iii) the Bylaws of the Company, in each case, as in effect at the Closing. (vi) Each and every representation and warranty of the Company 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, Date as though originally made at that time (except for that (1) representations and warranties that speak as of a specific date, which date shall be true and correct in all material respects as of such specified datedate and (2) representations and warranties that are qualified by material, Material Adverse Effect or other similar materiality qualifiers shall be true and correct in all respects) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents 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 shares of Common Stock reserved for issuance as may be required to fulfill its obligations pursuant to the Transaction Documents. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit C.reasonably acceptable to Buyer. (vivii) The Company shall have delivered to Buyer a report from the Company’s transfer agent identifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (viii) The Common Stock (Ai) shall be designated for quotation or listed on the Principal Market and (Bii) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading or quotation on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (IA) in writing by the SEC or the Principal Market or (IIB) by falling below the minimum listing maintenance requirements requirements, if any, of the Principal Market. (viiix) 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 statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents, 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. (xi) Since the date of execution of this Agreement, no event or series of events shall have occurred that could, individually or in the aggregate, reasonably be expected to 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. (xii) The Company shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement reasonably required to consummate the transactions contemplated hereby. (xiii) Buyer shall have received the opinion of Sxxxxxx Ortoli Vxxxxx-Xxxx Rxxxxxxxxx LLP, the Company’s counsel, dated as such Buyer or its counsel may of the Closing Date, in the form reasonably requestacceptable to Buyer. (xiv) A copy of the Irrevocable Transfer Agent Instructions, in the form previously provided to the Company, and which have been delivered to and acknowledged in writing by the Transfer Agent.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Shares Note and the related Warrants 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 each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) 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 (physically or to Buyer the securities being purchased by electronic copy) to such Buyer at the Closing as follows: (i) each a Note (in such original principal amount of the Transaction Documents$1,250,000.00, (ii) a Warrant to purchase up to 925,925,925 shares of the Shares as set forth on such BuyerCompany’s signature page hereto, Common Stock; and (iii) the related Warrants (allocated in such amounts as Buyer shall request) being issued to such Buyer at the Closing pursuant to this Agreement in an amount equal to 100% of the Shares purchased by such Buyer at an exercise price per Series C Warrant Share of $1.00, subject to adjustment, as set forth on such Buyer’s signature page heretoRegistration Rights Agreement. (iib) Such Buyer shall have received the opinion of Rxxxxxxxxx Sxxxxxxx Xxxxxx Xxxxxxx & Pxxxx Hxxxxxx, LLP, the Company’s outside counsel (“Opinion of Counsel”)counsel, dated as of the Closing Date, in substantially the form of Exhibit B attached heretoacceptable to Buyer. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent. (d) 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, jurisdiction of formation as of a date within 10 ten (10) days of the Closing Date. (ive) The Company shall have delivered to such 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 (or comparable office) in each jurisdiction the states in which the Company has so qualifiedand each of its Subsidiaries have qualified as a foreign corporation, as of a date within 10 ten (10) days of the Closing Date. (vf) 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 that are qualified or limited by materiality shall be true and correct, and the representations and warranties of the Company that are not so qualified shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectrespects, which shall be true and correct in all respects) each case as of the date when made and as of the Closing Date, Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit C.acceptable to Buyer. (vih) 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 listing maintenance requirements of the Principal Market. (viij) 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 statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of 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. (m) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the 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, (ii) 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 holders of debt set forth on Schedule 3(m)(ii) shall have executed and delivered to such Buyer, the Company and Wilmington Trust NA, as escrow agent (“Escrow Agent”), a payoff letter with respect to their respective notes and release, each in form and substance acceptable to Buyer and, in any event, indicating an aggregate amount due them collectively of less than $1,250,000. (o) Buyer shall have received a letter on the letterhead of the Company, 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 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, the Company’s Chief Executive Officer, Axxxx Xxxxxxxxx, shall have entered into the Personal Inventions Assignment Agreement, annexed hereto as Exhibit C. (r) Within fifteen (15) days after the Closing Date, the Company shall have obtained “key person life insurance”, on the life on Axxxx 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 prior to the Closing Date, the Company shall have received the written consent of the Dxxxxx 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 Note) as the Note; and (ii) treat the Permitted Indebtedness pari passu to the within Note. (t) All other preconditions to the Escrow Agent releasing funds held by it, pursuant to its agreement with the Company and Buyer, dated January 17, 2019, shall have been fulfilled.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Common 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 each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly (i) executed and delivered (physically or by electronic copy) to such Buyer (i) each of the Transaction Documents, Documents to which it is a party and (ii) provided evidence to Buyer from the Shares as set forth on such BuyerCompany’s signature page hereto, and (iii) transfer agent of a book-entry notation representing the related Warrants (allocated in such amounts as Buyer shall request) being issued to such Buyer at the Closing pursuant to this Agreement in an amount equal to 100% of the Shares purchased by such Buyer at an exercise price per Series C Warrant Share of $1.00, subject to adjustment, as set forth on such Buyer’s signature page heretoCommon Shares. (ii) Such Buyer shall have received the opinion of Rxxxxxxxxx & Pxxxx LLPMintz, the Company’s outside counsel (“Opinion of Counsel”)Levin, Cohn, Ferris, Glovsky and Popeo, P.C., dated as of the Closing Date, in substantially the form of Exhibit B 7(a)(ii) attached hereto. (iii) The Xxxxx Xxxxx and Xxxx Xxxxxxxxxx, or such other two directors of the Company as the Company and Buyer may mutually agree (the “Resigning Directors”), shall have resigned from the Company’s Board of Directors and the Company shall have delivered taken all necessary action to appoint Xxxx Xxxxxx and Xxxxxxx Kong to the Board of Directors, or such Buyer a certificate evidencing the formation and good standing of other two individuals as the Company and Buyer may mutually agree (the “Buyer Directors”), to fill the vacancies created by the resignations of the Resigning Directors. Upon his appointment to the Board of Directors, Xxxx Xxxxxx will become the Chairman of the Board. Xxxxx Xxxxxxxx shall remain a director at least through his current term ending at the Company’s annual meeting of stockholders in 2011, and Xxxxxxx Xxxxx shall remain a director at least through his current term ending at the Company’s annual meeting of stockholders in 2012; for the remainder of their respective terms each of its Subsidiaries Drs. Xxxxxxxx and Xxxxx shall be entitled to receive the same quarterly cash compensation as they were paid prior to the transaction in such entity’s jurisdiction consideration of formation issued their service as a director and each of them shall be entitled to receive an annual stock grant, either options or restricted stock, in an amount to be determined by the Secretary new Board of State (or comparable office) of such jurisdictionDirectors, as of a date within 10 days with the first grant to be made prior to December 31, 2010, provided, that, upon the termination of the Closing DateMSA (as defined below) as contemplated in Section 7(a)(v), Xx. Xxxxxxxx shall be entitled to receive such quarterly cash compensation for his services as a director equal to that of Xx. Xxxxx. (iv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation incorporation and corporate good standing of the Company and each of its operating Subsidiaries in such corporation’s state of incorporation issued by the Secretary of State (or comparable office) in each jurisdiction in which the Company has so qualified, of such state of incorporation as of a date within 10 2 days of the Closing Date. (v) The Company shall have entered into an amendment (the “Amendment”) to the Management Services Agreement (the “MSA”), dated as of April 14, 2010, by and between the Company and p-Value Capital Management, LLC (“p-Value”) providing that all obligations of the Company under the MSA will terminate and that the MSA will be of no further force and effect no later than December 31, 2010, other than the obligations of the parties under Articles X, XI, XII and XIII thereof which shall survive such termination, subject to applicable law. In addition, (i) the Company shall have no further obligations under the MSA or to any of the principals, employees, officers or directors of p-Value; and (ii) the Company shall not have made payments in connection with the Amendment that exceed the sum of $2,000,000 and up to $10,000 in expense reimbursements, in the aggregate, in exchange for additional services to be provided. p-Value and each of the principals, employees, officers and directors of p-Value shall execute a mutual release with the Company in the form of Exhibit 7(a)(v) attached hereto. (vi) The Company shall have delivered to 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 Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit 7(a)(vi). (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectas to materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date, Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit C. (vi) The Common Stock (A) shall be designated for quotation or listed 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 listing maintenance requirements of the Principal Market7(a)(vii). (viiviii) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days prior to the Closing Date. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares. (x) The Company shall have delivered to Buyer such other documents relating related to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Shares and the related Warrants its Units 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 each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered (physically or by electronic copy) to such Buyer (i) each of the Transaction Documents, (ii) Documents and the Shares Company shall have duly executed and delivered to Buyer the Units as is set forth on such Buyer’s signature page hereto, the Buyer Schedule and (iii) the related Warrants (allocated Company shall have complied in such amounts as Buyer shall request) being issued to such Buyer at the Closing pursuant to all respects with all obligations under this Agreement and the other Transaction Documents, including, without limitation, the Warrants. Notwithstanding the foregoing, the Company shall be entitled to credit shares to the applicable balance accounts at DTC, registered in an amount equal to 100% the name of Buyer or its respective nominee(s), within five (5) Business Days after the Shares purchased by such Buyer at an exercise price per Series C Warrant Share of $1.00, subject to adjustment, as set forth on such Buyer’s signature page heretoClosing. (ii) Such Buyer shall have received the opinion of Rxxxxxxxxx & Pxxxx LLP, the Company’s outside counsel (“Opinion of Counsel”), dated as of the Closing Date, in substantially the form of Exhibit B attached hereto. (iii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of in its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, jurisdiction of formation as of a date within 10 ten (10) days of the applicable Closing Date. (iviii) 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 (or comparable office) in of each jurisdiction in which the Company has conducts business and is required to so qualifiedqualify, as of a date within 10 ten (10) days of the applicable Closing. (iv) The Company shall have delivered to Buyer a certified copy of the Memorandum of Association and Articles of Association 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 representations 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 warranties dated 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 Memorandum of Association as in effect at the applicable Closing and (iii) the Articles of Association of the Company as in effect at the applicable Closing. (vi) The Company shall have delivered to Buyer information from the Transfer Agent certifying the number of Ordinary Shares outstanding on the applicable Closing Date immediately prior to the applicable Closing. (vii) 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. (viii) Each and every representation and warranty of the Company 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 applicable Closing Date, Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects 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 the Transaction Documents 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 Ordinary Shares reserved for issuance as may be required to fulfill its obligations pursuant to the Transaction Documents. Such Buyer shall have received a certificate, executed by the 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 in the form attached hereto as Exhibit C.reasonably acceptable to Buyer. (viix) The Common Stock Transfer Agent shall be participating in the DTC Fast Automated Securities Transfer Program. (Ax) The Transfer Agent shall have agreed to and countersigned the irrevocable instructions from the Company, in such form that is satisfactory to Buyer in its sole discretion, directing the Transfer Agent to credit shares to the applicable balance accounts at DTC registered in the name of Buyer or its respective nominee(s). (xi) The Purchase Shares and Warrant Shares (I) shall be designated for quotation or listed on the Principal Market and (BII) 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 (IA) in writing by the SEC or the Principal Market or (IIB) by falling below the minimum listing maintenance requirements of the Principal Market; since January 1, 2017, 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). (viixii) The Registration Statement covering the sale of all of the Units 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 issuance of the Units pursuant to the Registration Statement and in compliance with such laws. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents, 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. (xiv) 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. (xv) The Buyer shall have received Lock-Up Letters from each of the Company’s directors and officers (including those Persons listed on Schedule 1 attached hereto). (xvi) The Closing Bid Price of the Ordinary Shares as of one (1) Trading Day prior to the applicable Closing Date shall not be below $1.00. (xvii) The Company shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably requestrequired to consummate the transactions contemplated hereby.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Shares Note and the related Warrants 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 each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) 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 (physically or to Buyer the securities being purchased by electronic copy) to such Buyer at the Closing as follows: (i) each a Note (in such original principal amount of the Transaction Documents$200,000.00, (ii) a Warrant to purchase up to 148,148,148 shares of the Shares as set forth on such BuyerCompany’s signature page hereto, Common Stock; and (iii) the related Warrants (allocated in such amounts as Buyer shall request) being issued to such Buyer at the Closing pursuant to this Agreement in an amount equal to 100% of the Shares purchased by such Buyer at an exercise price per Series C Warrant Share of $1.00, subject to adjustment, as set forth on such Buyer’s signature page heretoRegistration Rights Agreement. (iib) Such Buyer shall have received the opinion of Rxxxxxxxxx Sxxxxxxx Xxxxxx Xxxxxxx & Pxxxx Hxxxxxx, LLP, the Company’s outside counsel (“Opinion of Counsel”)counsel, dated as of the Closing Date, in substantially the form of Exhibit B attached heretoacceptable to Buyer. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent. (d) 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, jurisdiction of formation as of a date within 10 ten (10) days of the Closing Date. (ive) The Company shall have delivered to such 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 (or comparable office) in each jurisdiction the states in which the Company has so qualifiedand each of its Subsidiaries have qualified as a foreign corporation, as of a date within 10 ten (10) days of the Closing Date. (vf) 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 that are qualified or limited by materiality shall be true and correct, and the representations and warranties of the Company that are not so qualified shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectrespects, which shall be true and correct in all respects) each case as of the date when made and as of the Closing Date, Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit C.acceptable to Buyer. (vih) 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 listing maintenance requirements of the Principal Market. (viij) The Company shall have delivered to such Buyer such other documents relating to 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 statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (l) Since the date of execution of this Agreement 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 shall not have been suspended by the SEC or the 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, (ii) 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 Buyer 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 counsel may reasonably requesteffect 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.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Shares and the related September 2008 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 each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered (physically or by electronic copy) to such Buyer (i) each of the Transaction Documents, Documents and (ii) the Shares as set forth September 2008 Warrants on such Buyer’s signature page hereto, and (iii) the related Warrants (allocated in such amounts as Buyer shall request) being issued date immediately prior to such Buyer at the Closing pursuant to this Agreement in an amount equal to 100% of the Shares purchased by such Buyer at an exercise price per Series C Warrant Share of $1.00, subject to adjustment, as set forth on such Buyer’s signature page heretoClosing. (ii) Such Buyer shall have received the opinion of Rxxxxxxxxx Sheppard, Mullin, Xxxxxxx & Pxxxx Hampton LLP, the Company’s outside counsel (“Opinion of Counsel”), dated as of the Closing Date, in substantially the form of Exhibit B C attached hereto. (iii) The Company shall have delivered to such 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 10 ten (10) days of the Closing Date. (iv) 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 (or comparable office) in each jurisdiction in which the Company has so qualified, as of a date within 10 ten (10) days of the Closing Date. (v) The Company shall have delivered to 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 Buyer, (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in form and substance satisfactory to Buyer. (vi) The representations and warranties of the Company 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, Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit C. (vi) The Common Stock (A) shall be designated for quotation or listed 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 listing maintenance requirements of the Principal Marketsubstance satisfactory to Buyer. (vii) The Company shall have delivered the Retention Agreements, the Saltman Agreement and the Xxxxxxxx Agreement, all in form and substance satisfactory to such Buyer. (viii) The Company shall have delivered to Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Initial Promissory Note, Initial Warrants and Initial Yield Enhancement 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 each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered (physically or by electronic copy) to such Buyer (iA) each of the Transaction Documents, (iiB) the Shares as set forth on such Buyer’s signature page heretoInitial Promissory Note, and (iiiC) the related Initial Warrants (allocated in such amounts as Buyer shall request) being issued to such purchased by Buyer at the Closing pursuant to this Agreement in an amount equal to 100% of and (D) the stock certificates representing the Initial Yield Enhancement Shares being purchased by such Buyer at an exercise price per Series C Warrant Share of $1.00, subject the Closing pursuant to adjustment, as set forth on such Buyer’s signature page heretothis Agreement. (ii) Such Buyer shall have received the opinion of Rxxxxxxxxx Xxxxxx & Pxxxx Xxxx LLP, the Company’s outside counsel (“Opinion of Counsel”)counsel, dated as of the Closing Date, in substantially the form of Exhibit B I attached hereto. (iii) Buyer shall have received the opinion of Grech, Vella, Tortell & Hyzler, the Company’s local counsel in Malta, dated as of the Closing Date, in substantially the form of Exhibit J attached hereto. (iv) Buyer shall have received the opinion of Xxxxxxx Grierson, the Company’s local counsel in New Zealand, dated as of the Closing Date, in substantially the form of Exhibit K attached hereto. (v) Buyer shall have received the opinion of Richards, Buell, Xxxxxx LLP, the Company’s local counsel in Canada, dated as of the Closing Date, in substantially the form of Exhibit L attached hereto. (vi) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions attached hereto as Exhibit G, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (vii) 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 10 days of reasonably proximate to the Closing Date. (ivviii) 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 (or comparable office) in of each jurisdiction in which the Company has so qualifiedconducts business, as of a date within 10 days reasonably proximate to Closing Date. (ix) The Company shall have delivered to Buyer a certificate evidencing, for each of Company’s Subsidiaries, its qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which such Subsidiary conducts business, as of a date reasonably proximate to Closing Date. (x) The Company shall have delivered to Buyer a certified copy of the Company’s articles of incorporation as certified by the Secretary of State of the State of Delaware reasonably proximate to the Closing Date. (vxi) The Company shall have delivered to Buyer a certified copy of each Subsidiary’s articles of incorporation (or comparable formation document) as certified by the Secretary of State (or comparable office) of the jurisdiction in which such Subsidiary is incorporated reasonably proximate to the Closing Date. (xii) The Company shall have delivered to Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, substantially in the form attached hereto as Exhibit M, as to (A) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to Buyer, (B) the Company’s articles of incorporation and (C) the Company’s bylaws, each as in effect at the Closing. (xiii) The Company shall have delivered to Buyer certificates, executed by the Secretary (or comparable officer or manager) of each of the Company’s Subsidiaries and dated as of the Closing Date, substantially in the form attached hereto as Exhibit M, as to (A) the resolutions consistent with Section 3(b) as adopted by such Subsidiary’s board of directors (or other governing body) in a form reasonably acceptable to Buyer, (B) such Subsidiary’s articles of incorporation (or other formation documents) and (C) such Subsidiary’s bylaws (or other operating agreements), each as in effect at the Closing. (xiv) The representations and warranties of the Company and its Subsidiaries 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, Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified specific date) ), and the Company and its Subsidiaries shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificatecertificates, executed by the Chief Executive Officer (or duly authorized officer or director for foreign Subsidiaries) of the CompanyCompany and its 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 Buyer, substantially in the form attached hereto as Exhibit C.N. (vi) The Common Stock (A) shall be designated for quotation or listed 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 listing maintenance requirements of the Principal Market. (viixv) The Company shall have delivered to Buyer a letter from Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (xvi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xvii) Each of the Subsidiaries shall have executed and delivered to Buyer this Agreement. (xviii) The Company and its Subsidiaries shall have executed and delivered to Buyer the Security Agreement, substantially in the form attached hereto as Exhibit E. (xix) The Company and its Subsidiaries (other than ATG US) shall have executed and delivered to Buyer the Guaranty, substantially in the form attached hereto as Exhibit F. (xx) The Company’s management shareholders and the Xxxxxxxxxx family shareholders have executed the lock-up agreement in favor of Buyer, substantially in the form attached hereto as Exhibit O. (xxi) The Company shall have obtained and delivered to Buyer searches of Uniform Commercial Code filings (or comparable searches for foreign jurisdictions) in the jurisdictions of formation of the Company and its Subsidiaries, the jurisdiction of the chief executive offices of the Company and its Subsidiaries and each jurisdiction where any Collateral (as defined in the Security Agreement) exceeding a value of $10,000 is located or where a filing would need to be made in order to perfect Buyer’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens. (xxii) The Company and its Subsidiaries shall have executed and delivered to Buyer UCC financing statements (or comparable statements for foreign jurisdictions) for each appropriate jurisdiction as is necessary, in Buyer’s sole discretion, to perfect Buyer’s security interest in the Collateral. (xxiii) The Company shall have delivered to Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (xxiv) There is a valid exemption under the 1933 Act regarding the offering and sale of the Promissory Notes, the Yield Enhancement Shares, and the Warrants. (xxv) The Buyer has completed a due diligence review and investigation of the Company. (xxvi) There have been no material adverse changes in the business condition (financial or otherwise), earnings or properties of the Company. (xxvii) There has been no material disruption in the market for Common Stock (including, but not limited to, a material decrease in the trading price or trading volume of the Common Stock) or the U.S. stock markets as a whole. (b) The obligation of Buyer hereunder to purchase the Secondary Promissory Note, Secondary Warrants and Secondary Yield Enhancement Shares at the Second Tranche Closing is subject to the satisfaction, at or before the Second Tranche Payment Date, of each of the following conditions, provided that these conditions are for Buyer’s sole benefit and may be waived by Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have executed and delivered to Buyer (A) the Secondary Promissory Note, (B) the Secondary Warrants being purchased by Buyer at the Closing pursuant to this Agreement and (C) the stock certificates representing the Initial Yield Enhancement Shares being purchased by Buyer at the Closing pursuant to this Agreement. (ii) Buyer shall have received the opinion of Xxxxxx & Xxxx LLP, the Company’s outside counsel, dated as of the Second Tranche Payment Date, in substantially the form of Exhibit I attached hereto. (iii) Buyer shall have received the opinion of Grech, Vella, Tortell & Hyzler, the Company’s local counsel in Malta, dated as of the Second Payment Date, in substantially the form of Exhibit J attached hereto. (iv) Buyer shall have received the opinion of Xxxxxxx Grierson, the Company’s local counsel in New Zealand, dated as of the Second Payment Date, in substantially the form of Exhibit K attached hereto. (v) Buyer shall have received the opinion of Richards, Buell, Xxxxxx LLP, the Company’s local counsel in Canada, dated as of the Second Payment Date, in substantially the form of Exhibit L attached hereto. (vi) The Company shall have delivered to Buyer a copy of the Irrevocable Transfer Agent Instructions attached hereto as Exhibit G, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (vii) 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 reasonably proximate to the Second Tranche Payment Date. (viii) 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 reasonably proximate to Second Tranche Payment Date. (ix) The Company shall have delivered to Buyer a certificate evidencing, for each of Company’s Subsidiaries, its qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which such Subsidiary conducts business, as of a date reasonably proximate to Second Tranche Payment Date. (x) The Company shall have delivered to Buyer a certified copy of the Company’s articles of incorporation as certified by the Secretary of State of the State of Delaware reasonably proximate to the Second Tranche Payment Date. (xi) The Company shall have delivered to Buyer a certified copy of each Subsidiary’s articles of incorporation (or comparable formation document) as certified by the Secretary of State (or comparable office) of the jurisdiction in which such Subsidiary is incorporated reasonably proximate to the Second Tranche Payment Date. (xii) The Company shall have delivered to Buyer a certificate, executed by the Secretary of the Company and dated as of the Second Tranche Payment Date, substantially in the form attached hereto as Exhibit M, as to (A) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to Buyer, (B) the Company’s articles of incorporation and (C) the Company’s bylaws, each as in effect at the Closing. (xiii) The Company shall have delivered to Buyer certificates, executed by the Secretary (or comparable officer or manager) of each of the Company’s Subsidiaries and dated as of the Second Tranche Payment Date, substantially in the form attached hereto as Exhibit M, as to (A) the resolutions consistent with Section 3(b) as adopted by such Subsidiary’s board of directors (or other governing body) in a form reasonably acceptable to Buyer, (B) such Subsidiary’s articles of incorporation (or other formation documents) and (C) such Subsidiary’s bylaws (or other operating agreements), each as in effect at the Closing. (xiv) The representations and warranties of the Company and its Subsidiaries shall be true and correct as of the date when made and as of the Second Tranche Payment Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Company and its Subsidiaries shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Second Tranche Payment Date. Buyer shall have received certificates, executed by the Chief Executive Officer (or duly authorized officer or director for foreign Subsidiaries) of the Company and its Subsidiaries, dated as of the Second Tranche Payment Date, to the foregoing effect and as to such other matters as may be reasonably requested by Buyer, substantially in the form attached hereto as Exhibit Q. (xv) The Company shall have delivered to Buyer a letter from Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Second Tranche Payment Date. (xvi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xvii) Each of the Subsidiaries shall have executed and delivered to Buyer this Agreement. (xviii) The Company and its Subsidiaries shall have executed and delivered to Buyer the Security Agreement, substantially in the form attached hereto as Exhibit E. (xix) The Company and its Subsidiaries (other than ATG US) shall have executed and delivered to Buyer the Guaranty, substantially in the form attached hereto as Exhibit F. (xx) The Company shall have obtained and delivered to Buyer searches of Uniform Commercial Code filings (or comparable searches for foreign jurisdictions) in the jurisdictions of formation of the Company and its Subsidiaries, the jurisdiction of the chief executive offices of the Company and its Subsidiaries and each jurisdiction where any Collateral (as defined in the Security Agreement) exceeding a value of $10,000 is located or where a filing would need to be made in order to perfect Buyer’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens. (xxi) The Company and its Subsidiaries shall have executed and delivered to Buyer UCC financing statements (or comparable statements for foreign jurisdictions) for each appropriate jurisdiction as is necessary, in Buyer’s sole discretion, to perfect Buyer’s security interest in the Collateral. (xxii) 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. (xxiii) There is a valid exemption under the 1933 Act regarding the offering and sale of the Promissory Notes, the Yield Enhancement Shares, and the Warrants. (xxiv) There have been no material adverse changes in the business condition (financial or otherwise), earnings or properties of the Company. (xxv) There has been no material disruption in the market for Common Stock (including, but not limited to, a material decrease in the trading price or trading volume of the Common Stock) or the U.S. stock markets as a whole. (xxvi) There has been no Event of Default under the Initial Promissory Note.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Shares and the related 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 each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered (physically or by electronic copy) to such Buyer (i) each of the Transaction Documents, Documents and (ii) the Shares as set forth on such Buyer’s signature page heretoNote, and (iii) the related Warrants (allocated in such amounts as Buyer shall request) Warrant being issued to such purchased by Buyer at the Closing pursuant to this Agreement in an amount equal to 100% of the Shares purchased by such Buyer at an exercise price per Series C Warrant Share of $1.00, subject to adjustment, as set forth on such Buyer’s signature page heretoAgreement. (ii) Such Buyer shall have received the opinion of Rxxxxxxxxx Xxxxxx & Pxxxx Xxxxxx, LLP, the Company’s outside counsel (“Opinion of Counsel”)counsel, dated as of the Closing Date, in substantially the form of Exhibit B E attached hereto. (iii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s '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. (iv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) in of each jurisdiction in which the Company has so qualifiedconducts business, as of a date within 10 days of the Closing Date. (v) 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 Closing Date. (vi) The Company shall have delivered to 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 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 (vii) The representations and warranties of the Company 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, Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit C.G. (viviii) The Company shall have delivered to Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (ix) The Common Stock (AI) shall be designated for quotation or listed on the Principal Market and (BII) 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 (IA) in writing by the SEC or the Principal Market or (IIB) by falling below the minimum listing maintenance requirements of the Principal Market, if any. (viix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities and the consummation of the Sibiono Acquisition transaction. (xi) There shall be no litigation pending or, to the knowledge of the Company or any of its Subsidiaries, threatened arising out of or related to the Sibiono Acquisition Transaction. (xii) Contemporaneously with the Closing (or no later than four business days after Closing), the Company shall file with the SEC a Current Report on Form 8-K disclosing the Sibiono Acquisition Transaction. Thereafter, within 71 days of filing such Form 8-K, the Company shall file an amended Form 8-K to such original Form 8-K filing which shall include financial statements Sibiono (including pro-forma financial statements) for the required financial statement period, which financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and which fairly present in all material respects the financial position of Sibiono. (xiii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.