Common use of CONDITIONS TO BUYER’S OBLIGATIONS HEREUNDER Clause in Contracts

CONDITIONS TO BUYER’S OBLIGATIONS HEREUNDER. The obligations of Buyer hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for Buyer’s sole benefit and may be waived by Buyer in respect of itself at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed this Agreement and delivered the same to Buyer. (b) The Conversion Shares shall continue to be registered for resale pursuant to an effective Shelf Registration Statement. (c) The Company shall have delivered to Buyer, Buyer’s Conversion Consideration, and all accrued and unpaid interest, if any, in respect of the Notes being converted by Buyer pursuant to the terms hereof. (d) The representations and warranties of the Company under this Agreement 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) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date and no Default or Event of Default (each as defined in the Indenture) shall have occurred and be continuing on the date hereof either immediately before or after giving effect to this Agreement in accordance with its terms. (e) 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 Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market.

CONDITIONS TO BUYER’S OBLIGATIONS HEREUNDER. The obligations of the Buyer hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Buyer’s 's sole benefit and may be waived by the Buyer in respect of itself at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed this Agreement and delivered the same to the Buyer. (b) The Company shall have, contemporaneously with the Closing, delivered (or shall have its transfer agent deliver) to the Buyer a facsimile copy of the Waiver Shares and Conversion Shares shall continue that will be delivered to be registered for resale pursuant to an effective Shelf Registration Statementthe Buyer within 48 hours after Closing. (c) The Company shall have delivered to Buyer, Buyer’s Conversion Consideration, and all accrued and unpaid interest, if any, in respect of the Notes being converted by Buyer pursuant to the terms hereof. (d) The representations and warranties of the Company under this Agreement 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) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date and no Default or Event of Default (each as defined in the Indenture) shall have occurred and be continuing on the date hereof either immediately before or after giving effect to this Agreement in accordance with its terms. (ed) The Common Stock (I) shall be designated for quotation or listed on the Principal Market (as defined in the Purchase Agreement) and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market.

CONDITIONS TO BUYER’S OBLIGATIONS HEREUNDER. The obligations of the Buyer hereunder are subject to the satisfaction satisfaction, at or before the Closing Date, of each of the following conditionsconditions thereto, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer in respect of itself at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (a) The Company shall have executed this Agreement and delivered the same to the Buyer. (b) The Conversion Shares Company shall continue have executed and delivered to be registered for resale pursuant to an effective Shelf Registration Statementthe Buyer the Amended Note. (c) The Company shall have executed and delivered to Buyer, Buyer’s Conversion Consideration, and all accrued and unpaid interest, if any, in respect the Buyer the Stipulation of the Notes being converted by Buyer pursuant to the terms hereofConsent Award. (d) The representations and warranties of the Company under in this Agreement and the Purchase Agreements 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 made, as of the date of this Agreement, and as of the Closing Date as though made at that time (Date, except for representations and warranties that speak as of a specific particular date, which shall be true and correct in all respects as of such date. e) and the The Company shall have performed, satisfied paid all expenses and complied in all material respects with costs of the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date and no Default or Event of Default (each as defined in the Indenture) shall have occurred and be continuing on the date hereof either immediately before or after giving effect to this Agreement Buyer in accordance with its termsSection 8 of this Agreement. (ef) The Common Stock Company's common stock (Ii) shall be designated for quotation or listed on the Principal OTCQB Market Group (the “OTCQB”) and (IIii) shall not have been suspended, as of the Closing Date, by the SEC Securities and Exchange Commission (the “Commission”) or the Principal Market from trading on the Principal Market OTCQB nor shall suspension by the SEC Commission or the Principal Market OTCQB have been threatened, as of the Closing Date, either (A) in writing by the SEC Commission or the Principal Market OTCQB or (B) by falling below the minimum listing quotation maintenance requirements of the Principal MarketOTCQB. g) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. h) The Company shall have delivered to the Buyer a certificate, signed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions adopted by its board of directors approving the transactions contemplated hereby, (ii) its charter, as in effect at the Closing Date, (iii) its bylaws, as in effect at the Closing Date, and (iv) the authority and incumbency of the officers executing this Agreement, the Amended Note or any other documents required to be executed or delivered in connection therewith. i) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including, but not limited to, a change in the reporting status of the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the failure of the Company to be timely in its Exchange Act reporting obligations. For

CONDITIONS TO BUYER’S OBLIGATIONS HEREUNDER. The obligations of the Buyer hereunder are subject to the satisfaction of each of the following conditionsconditions on the Closing Date, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer in respect of itself at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed this Agreement and delivered to the same to BuyerBuyer the Amended and Restated Debentures and the Amended and Restated Warrants. (b) The Conversion Shares Amended and Restated Irrevocable Transfer Agent Instructions, in the form attached hereto as Exhibit C, shall continue have been delivered to be registered for resale pursuant to an effective Shelf Registration Statementand acknowledged in writing by the Company’s Transfer Agent. (c) The Company shall have delivered to Buyer, Buyer’s Conversion Consideration, and all accrued and unpaid interest, if any, in respect of the Notes being converted by Buyer pursuant After giving effect to the terms hereof. of this Agreement and the transactions contemplated by the Closing, including, without limitation, the waivers set forth in Section 4(b), and the terms of the Amendment Agreements and the transactions contemplated by the 2007 Closing (das defined in the Amendment Agreements), including, without limitation, the waivers set forth in Section 3(e) The thereof, (i) the representations and warranties of the Company under this Agreement in Section 3(b) shall be true and correct in all material respects (except for those to the extent that any of such representation and warranties is already qualified as to materiality, in which case, such representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respectswithout further qualification) 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 datedate which shall be true and correct as of such specified date but need not also be true and correct as of the Closing Date) and (ii) the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, performed satisfied or complied with by the Company at or prior to the Closing Date and no Default or Event of Default (each as defined in the Indenture) shall have occurred and be continuing on the date hereof either immediately before or after giving effect to this Agreement in accordance with its terms. (e) 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 Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market.

CONDITIONS TO BUYER’S OBLIGATIONS HEREUNDER. The obligations of Buyer hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for Buyer’s sole benefit and may be waived by Buyer in respect of itself at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed this Agreement and delivered the same to Buyer. (b) The Conversion Shares shall continue to be registered for resale pursuant to an effective Shelf Registration Statement. (c) The Company shall have delivered to Buyer, Buyer’s Conversion Consideration, and all accrued and unpaid interest, if any, in respect of the Notes being converted by Buyer pursuant to the terms hereof. (d) The Company shall have paid to Sxxxxxx Rxxx & Zxxxx LLP the Buyer Counsel Expense (as defined below). (e) The representations and warranties of the Company under this Agreement 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) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date and no Default or Event of Default (each as defined in the Indenture) shall have occurred and be continuing on the date hereof either immediately before or after giving effect to this Agreement in accordance with its terms. (ef) 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 Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market.