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

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Holder hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof: 5.1 The Holder shall have duly executed this Agreement and delivered the same to the Company. 5.2 The Holder shall have delivered to the Company the certificates representing the Holder Existing Preferred Shares. 5.3 The representations and warranties of the Holder contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at 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 Holder 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 Holder at or prior to the Closing Date.

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Holder hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof: 5.1 The Holder shall have duly executed this Agreement and delivered the same to the Company. 5.2 The Holder Each of the Other Holders shall have duly executed the Other Agreement of such Other Holder and delivered the same to the Company the certificates representing the Holder Existing Preferred SharesCompany. 5.3 The representations and warranties of the Holder contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at 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 Holder 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 Holder at or prior to the Closing Date.

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Holder hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof: 5.1 6.1 The Holder shall have duly executed this Agreement and delivered the same to the Company. 5.2 The Holder 6.2 Each of the Other Holders shall have duly executed the Other Agreement of such Other Holder and delivered the same to the Company the certificates representing the Holder Existing Preferred SharesCompany. 5.3 6.3 The representations and warranties of the Holder contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at 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 Holder 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 Holder at or prior to the Closing Date. 6.4 The Convertible Note Transaction (as defined in the Note, as amended), shall close concurrent with the Closing.

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the each Holder hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the such Holder with prior written notice thereof: 5.1 The (a) Such Holder shall have duly executed this Agreement and delivered the same to the Company.; 5.2 The (b) Such Holder shall have delivered to the Company the certificates representing Owned Common Shares held by such Holder or authorized the Holder Existing Preferred Shares.transfer of any Owned Common Shares held in book-entry form; and 5.3 (c) The representations and warranties of the such Holder contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at 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 such Holder shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the such Holder at or prior to the Closing Date.

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Holder hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof: 5.1 7.1 The Holder shall have duly executed this Agreement and delivered the same to the Company. 5.2 7.2 The Holder shall have delivered to the Company the certificates representing Existing Note and the Holder Existing Preferred SharesWarrant. 5.3 7.3 The representations and warranties of the Holder contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at 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 Holder 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 Holder at or prior to the Closing Date.

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Holder hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof: 5.1 4.1 The Holder shall have duly executed this Agreement and delivered the same to the Company. 5.2 4.2 The Holder shall have duly executed the Accredited Investor Questionnaire attached as Exhibit A hereto and delivered the same to the Company the certificates representing the Holder Existing Preferred SharesCompany. 5.3 4.3 The representations and warranties of the Holder contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at 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 Holder 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 Holder at or prior to the Closing Date. 4.4 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the consummation of the Exchange. 4.5 The Company’s board of directors shall have duly authorized the Exchange. 4.6 The Holder shall have duly executed and delivered a security agreement evidencing the Lien (the “Security Agreement”).

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Holder hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof: 5.1 The Holder shall have duly executed this Agreement and delivered the same to the Company. 5.2 The Each of the Other Holders shall have duly executed the Other Agreement of such Other Holder and delivered the same to the Company. 5.3 Each Holder shall have delivered duly executed a consent authorizing the amendment to the Company Existing Certificate of Designations and the certificates representing filing of the Amended Certificate of Designations (the “Holder Consent”) and delivered the same to the Company. 5.4 Each of the Other Holders shall have duly executed the Holder Existing Preferred SharesConsent and delivered the same to the Company. 5.3 5.5 The representations and warranties of the Holder contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at 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 Holder 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 Holder at or prior to the Closing Date.

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Holder Investor hereunder are subject to the satisfaction of each of the following conditionsconditions (except to the extent such condition is expressly conditional to a specific closing, in which case such condition shall only apply to such specific closing), provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder Investor with prior written notice thereof: 5.1 The Holder Investor shall have duly executed this Agreement and delivered the same to the Company. 5.2 The Holder Each of the Other Investors shall have duly executed the Other Agreement of such Other Investor and delivered the same to the Company the certificates representing the Holder Existing Preferred SharesCompany. 5.3 The representations and warranties of the Holder contained herein Investor shall be true and correct in all material respects as of the date when made and as of the each Closing Date as though made at 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 Holder Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Holder Investor at or prior to the each Closing Date. 5.4 With respect to the Second Closing only, the Stockholder Approval shall have occurred.

CONDITIONS TO COMPANY’S OBLIGATIONS HEREUNDER. The obligations of the Company to the Holder hereunder are subject to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof: 5.1 (i) The Holder shall have duly executed this Agreement and delivered the same to the Company.; 5.2 The Holder (ii) All Other Holders shall have duly executed and delivered to the Company the certificates representing the Holder Existing Preferred Shares.either this Agreement or an Other Agreement; and 5.3 (iii) The representations and warranties of the Holder contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at 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 Holder 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 Holder at or prior to the Closing Date.