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

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares and its 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 to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (A) such aggregate number of Preferred Shares as set forth on the signature page of such Buyer attached hereto, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares as is set forth on the signature page of such Buyer attached hereto, in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date. (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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of State. (vi) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such 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 such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing. (vii) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the 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 specific date and representations and warranties qualified by materiality, which 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 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 acceptable to such Buyer. (viii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (x) 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. (xi) 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. (xii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred the Shares and its 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 or PubCo with prior written notice thereof: (ia) The Company shall have duly executed Each of the Company, PubCo and delivered to such Buyer each of their Subsidiaries, to the Transaction Documents to which it extent each is a party and the Company thereto, shall have duly executed and delivered to such Buyer (Ai) such aggregate each of the Transaction Documents, (ii) certificates evidencing the number of Preferred Shares as set forth on the signature page of being purchased by such Buyer attached hereto, at the Closing pursuant to this Agreement and (Biii) the Warrants initially exercisable for (in such aggregate number of Warrant Shares amounts as is set forth on the signature page of such Buyer attached hereto, in each case, as shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) The Company PubCo shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit E attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iiic) Such Buyer shall have received the opinion of B▇▇▇▇▇▇▇▇▇ H▇▇▇▇ & F▇▇▇▇▇, P.C. (“BHF”), PubCo’s and the Company’s outside counsel, dated as of the Closing Date, in the form of Exhibit F attached hereto. (d) The Company and PubCo shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company Company, PubCo and each of their Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a datedate within 10 days of the Closing Date. (ive) The Company and PubCo shall have delivered to such Buyer a certificate evidencing the Company’s and PubCo’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 and PubCo, conducts business and is required to so qualifybusiness, as of a datedate within 10 days of the Closing Date. (vf) PubCo shall have filed the Certificate of Designations, Preferences and Rights of PubCo’s Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware and such Certificate of Designation shall continue to be in full force and effect as of the Closing Date. The Company and PubCo shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the certificate of incorporation of PubCo, as amended by the Certificate of Designations Designation, as certified by the Delaware Secretary of StateState of the State of Colorado and Delaware, respectively, within 10 days of the Closing Date. (vig) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) hereof as adopted by the Company’s board Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the CompanyBylaws, each as in effect at the Closing., in the form attached hereto as Exhibit G. (viih) Each The representations and every representation and warranty warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific datecorrect, which shall be true and correct as of such specific date and representations and warranties qualified by materiality, which 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. 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 the other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (viii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as set forth in the SEC Documents, form attached hereto as Exhibit H. (i) PubCo shall not have been suspended, delivered to such Buyer a letter from PubCo’s transfer agent certifying the number of shares of Common Stock outstanding as of the Closing Date, by Date before giving effect to the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Markettransactions contemplated hereby. (ixj) The Company and PubCo 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. (xk) No statuteW▇▇▇▇ Fargo Bank National Association, ruleacting through its W▇▇▇▇ Fargo Business Credit operating division, regulation, executive order, decree, ruling or injunction the Company and certain of the Company’s Subsidiaries party to the Credit Facility (as defined in the Notes) shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits entered into amendments to the consummation of any documents related to the Senior Indebtedness (as defined in the Notes) on the terms set forth on Exhibit I. (l) Not less than 90% of the transactions contemplated Company’s equity shall be acquired in a manner and for consideration described in the Share Purchase Agreement attached as Exhibit J hereto (the “Share Purchase”) by Global Employment Holdings, Inc., a Delaware corporation (referred to herein as “PubCo”), which entity shall be incorporated and in good standing in the Transaction DocumentsState of Delaware, and the terms of which shall otherwise be satisfactory to Radcliffe in its sole discretion. (xi) 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. (xiim) The Company shall have obtained approval (i) received pay-off letters (as provided in Section 4(r) hereof and in the form attached hereto as Exhibit O) from the holders of the Principal Market to list or designate Indebtedness identified as “Subordinated Indebtedness” on Schedule 3(o) providing for quotation (as the case may be) satisfaction and cancellation of such Indebtedness upon the Conversion Shares and payment by the Warrant Shares. (xiii) Such Buyer shall have received a letter on the letterhead Company of the CompanyRequired Repayments, duly executed by the Chief Executive Officer of (ii) satisfied the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions ’s obligations under a management bonus pool plan of the Company (the “Flow Restricted Stock Plan”) by making the Management Payments, and the Company’s obligations under the Series C Preferred Stock and the Series D Preferred Stock upon the payment of Funds Letterthe cash and shares of Common Stock to the persons and in the amounts set forth on Schedule 3(y)(ii) and (iii) paid in full and retired all other Indebtedness of the Company and PubCo (other than the Permitted Indebtedness and the Senior Indebtedness). (n) The Company or PubCo shall have filed a Certificate of Merger with the Colorado Secretary of State pursuant to Section 7-▇▇▇-▇▇▇ of the Colorado Business Corporations Act whereby a wholly-owned subsidiary of PubCo will be merged with and into the Company (the “Merger”), pursuant to which each share of the remaining equity securities of the Company not acquired by PubCo in the Share Purchase will be converted into the same number of shares of Common Stock as in the Share Purchase (the “Share Exchange”), and after giving effect to the Merger, the Required Repayments and the Management Payments, the shareholders of the Company, management and the holders of Indebtedness identified as “Subordinated Indebtedness” on Schedule 3(o) immediately prior to the Share Purchase, the Merger, the Required Repayments and the Management Payments will own, on a fully-diluted basis following completion of the Share Purchase, the Merger, the Required Repayments and the Management Payments but before giving effect to the Other Financing (as defined in Section 7(t) hereof), not less than 97% of PubCo’s common equity. (o) The Company shall have delivered to each Buyer audited financial statements of the Company prepared in accordance with GAAP for the periods ended December 28, 2003, January 2, 2005 and January 1, 2006, audited by M▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ P.C. or another auditing firm of regionally recognized standing acceptable to Radcliffe in its sole discretion, which financial statements (i) shall contain an opinion of such auditor prepared in accordance with generally accepted auditing standards (which opinion shall be without (x) a “going concern” or like qualification or exception, or (y) any qualification or exception as to the scope of such audit), (ii) shall fulfill the financial statement requirements for inclusion in both the Current Report on Form 8-K and registration statement on Form S-1 that PubCo will be obligated to file following the Closing, (iii) shall be materially in conformity with the financial statements of the Company (audited by G▇▇▇▇ ▇▇▇▇▇▇▇▇) for the periods ended December 28, 2003 and January 2, 2005 previously provided to the Buyers (other than any non-material change in the balance of the accrued liability related to the worker’s compensation insurance program in place prior to August 2002, as more fully explained in notes A and N to the 2004 annual report (the “Worker’s Compensation Adjustment”)), and (iv) shall reflect earnings before interest, taxes, depreciation and amortization (EBITDA) (after adjustment for (A) the Worker’s Compensation Adjustment, (B) the annual management fee to KRG Capital Partners, LLC, (C) charges related to employee terminations in the first quarter of 2005, (D) fees and expenses related to the Share Purchase, the Required Repayments, the Management Payments and the transactions contemplated hereby and (E) accounting treatment of the Share Purchase, the Merger, the Required Repayments, the Management Payments and the transactions contemplated hereby with respect to outstanding management equity plan shares and preferred shares of the Company prior to giving effect to the transactions contemplated hereby) for the fiscal year ended January 1, 2006 of at least $10,500,000. (p) Assuming the payment of the Special Dividend, the Required Repayments and the Management Payments, PubCo’s capitalization and contingent liabilities shall be substantially identical to that set forth on Exhibit K hereto, after giving effect to the Share Purchase, the Merger, the Special Dividend, the Required Repayments, the Management Payments, the increase in the Senior Indebtedness contemplated in Exhibit I hereto and the Other Financing (as defined below), and M▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ P.C. (or the other auditing firm referred to in clause (o) above) shall have delivered to such Buyer a statement that such firm has reviewed the pro forma capitalization and contingent liabilities, such statement to be in substantially similar form to a customary comfort letter issued to an underwriter in connection with a registration statement on Form S-1. (q) Each Executive Officer and officer of PubCo who assumes the duties of any such Executive Officer after the date hereof shall have entered into non-competition and non-solicitation agreements with the Company and PubCo in the form of Exhibit L and in substance satisfactory to Radcliffe in its sole discretion, together with agreements between each such member of management and PubCo providing that (i) PubCo shall not grant demand or piggyback registration rights to any such individual or otherwise agree to register any securities held by any such individual for resale, for a period of one year, and (ii) no such individual shall sell any securities of PubCo owned of record or beneficially by such individual for one year from Closing and no such individual shall sell more than one-third of his or her securities owned of record or beneficially at the Closing for a period of within two years from the Closing Date. (r) There shall not have developed, occurred, or come into effect or existence after the date hereof any change, or any development involving a prospective change, in or affecting the position of the Company or PubCo, financial or otherwise, that has had, or would be expected to have, a Material Adverse Effect on the Company’s or PubCo’s general affairs, management, financial condition, shareholders’ equity, results of operations or prospects, as determined by Radcliffe in its sole discretion. (s) There shall not have developed, occurred or come into effect or existence (A) any suspension or material limitation in trading in securities generally or of PubCo’s shares, (B) a moratorium on commercial banking activities by either federal or New York State authorities, or (C) any event, action, state, condition or major financial occurrence of national or international consequence, including any outbreak or escalation or hostilities, acts of terrorism, war, national or international emergency, calamity or crisis or like event, or any governmental action, law, regulation, inquiry or other occurrence of any nature which, in the case of any event specified in this clause (C), in the sole opinion of Radcliffe, materially adversely affects or may materially affect the financial markets or the business, operations, affairs or prospects of the Company or PubCo. (t) The Company shall have, concurrently with the Closing, consummated the transactions contemplated by the purchase agreements attached hereto as Exhibit C and Exhibit M securing the financing of $30,000,000 of Notes and at least $12.75 million of Series A Convertible Preferred Stock, respectively (collectively the “Other Financing”). (xivu) The Company shall have, concurrently with the Closing, paid in full and retired all other Indebtedness of the Company and PubCo (other than the Permitted Indebtedness and the Senior Indebtedness set forth on Schedule 3(o)). (v) PubCo shall have executed and delivered a Joinder to this Agreement (in the form attached hereto as Exhibit N), dated as of the Closing Date, to the effect that upon the Closing (i) each of the representations and warranties made by the Company set forth in Section 3 hereof, mutatis mutundis, shall be true and correct as if each reference to the Company in such representations and warranties was a reference to PubCo, (ii) PubCo assumes all covenants and obligations of PubCo set forth herein and (iii) PubCo assumes all obligations and covenants of the Company set forth herein (including, without limitation, all indemnification obligations) as if each obligation of the Company and each reference thereto contained elsewhere herein was an obligation of and a reference to PubCo. (w) Such Buyer shall have been satisfied, in its Subsidiaries sole discretion, as to its due diligence investigation of PubCo, including without limitation, the audited annual financial statements of PubCo. (x) All equity securities and derivative securities convertible or exercisable into equity securities of PubCo or the Company shall have been, concurrently with the Closing, cancelled or terminated. (y) The Company shall have delivered to such Buyer such other documents, instruments or certificates customary documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares and its related Warrants Note 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 such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (A) a Note in such aggregate number of Preferred Shares as set forth on the signature page of such Buyer attached hereto, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares original principal amount as is set forth on across from such Buyer’s name in column (2) of the signature page Schedule of such Buyer attached hereto, in each case, as Buyers being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) Such Buyer shall have received the legal opinion with respect to matters of U.S. law of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Li LLC, the Company’s United States counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (c) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentagent and shall remain in full force and effect as of the Closing Date. (iiid) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing (if a good standing concept exists in such jurisdiction) of the Company and each of its North American Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date. date within ten (iv10) 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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of State. (vi) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as days of the Closing Date. As used herein, as to (i) the resolutions consistent with Section ‎3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, “North American Subsidiary” shall mean each as in effect at the Closing. (vii) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the 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 specific date and representations and warranties qualified by materiality, which 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 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 Subsidiary domiciled in the form acceptable to such BuyerUnited States of America or Canada. (viii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (x) 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. (xi) 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. (xii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred the Shares and its related Warrants at the a Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, except for those conditions that (as indicated below) need only be satisfied at or before the Initial Closing Date, 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 Parent and the Company with prior written notice thereof: (ia) The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party Parent and the Company shall have duly executed and delivered to such Buyer (A) such aggregate number each of Preferred Shares as set forth on the signature page of such Buyer attached hereto, Transaction Documents and (B) Warrants initially exercisable for such aggregate number of Warrant the Shares as is set forth on the signature page of such Buyer attached hereto, in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) At or before the Initial Closing Date, such Buyer shall have received the opinion of Ellenoff G▇▇▇▇▇▇▇ & Schole LLP, outside counsel to Parent and the Company, dated as of the Initial Closing Date, in form and substance satisfactory to such Buyer. (c) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (iiid) The At or before the Initial Closing Date, Parent and the Company shall have delivered to such Buyer a certificate certificates evidencing the formation and good standing of Parent, the Company and each of its Subsidiaries in each such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a datedate within 10 days of the Initial Closing Date. (ive) The At or before the Initial Closing Date, Parent and the Company shall have delivered to such Buyer a certificate certificates evidencing the Company’s qualification as a foreign corporation and good standing of Parent and the Company issued by the Secretary of State (or comparable office) of each jurisdiction in which Parent or the Company Company, as the case may be, conducts business and is required to so qualifybusiness, as of a datedate within 10 days of the Initial Closing Date. (vf) The At or before the Initial Closing Date, Parent shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Registrar of Corporate Affairs of the British Virgin Islands within ten (10) days of the Initial Closing Date, and the Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateState of the State of Delaware within ten (10) days of the Initial Closing Date. (vig) The At or before the Initial Closing Date, Parent and the Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of each of Parent and the Company and dated as of the Initial Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by Parent’s Board of Directors and the Company’s board 's Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the CompanyCharter Documents, each as in effect at the Initial Closing, in such form as is reasonably acceptable to the Buyers. (viih) Each The representations and every representation warranties of Parent and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true ) and correct as each of such specific date and representations and warranties qualified by materiality, which shall be true and correct in all respects) Parent 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 Parent or the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of Parent and the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyers, in such Buyer in the form as is reasonably acceptable to such Buyerthe Buyers. (viiii) The At or before the Initial Closing Date, the Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Initial Closing Date. (j) At or before the Initial Closing Date, the Common Stock (AI) shall be designated for quotation or listed (as applicable) listing on the Principal Market and (BII) except as set forth in the SEC Documents, 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 or quotation maintenance requirements of the Principal Market. (ixk) The At or before the Initial Closing Date, the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the SecuritiesShares, including including, without limitation, those any approvals or notifications required by the Principal Market, if any. (xl) No statute, rule, regulation, executive order, decree, ruling The Principal Market shall have authorized the listing or injunction quotation of the Shares and no notice of delisting (or notice that the listing or quotation of the Shares will be conditioned or delayed) 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. (xi) 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. (xii) The Company shall have obtained approval of received from the Principal Market to list by Parent or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares and its related Warrants Initial Note 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 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 to such Buyer each of the Transaction Documents and the Company shall have duly executed and delivered to such Buyer an Initial Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) being purchased by such Buyer at the Initial Closing pursuant to this Agreement. (ii) Such Buyer shall have received the legal opinion with respect to matters of Cayman Islands law of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Cayman) LLP, the Company’s Cayman Islands legal counsel, and the legal opinion with respect to matters of U.S. law of Lucosky B▇▇▇▇▇▇▇ LLP, the Company’s United States counsel, each dated as of the Initial Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within thirty (30) days of the Initial Closing Date. (v) 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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Initial Closing Date. (vi) [Reserved]. (vii) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary or the Chief Financial Officer or the Chief Executive Officer 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 such Buyer, (ii) the Memorandum of Association, and (iii) the Articles of Association, each as in effect at the Initial Closing. (viii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Initial 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 specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Such Buyer shall have received a certificate, duly 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 Buyer in the form acceptable to such Buyer. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of Ordinary Shares outstanding on the Initial Closing Date immediately prior to the Initial Closing. (x) The Ordinary Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as otherwise disclosed in the SEC Documents with respect to the Principal Market, 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 (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xii) No 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. (xiii) 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. (xiv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares. (xv) Such Buyer shall have received a letter on the letterhead of the Company (the “Initial Flow of Funds Letter”) duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company. (xvi) [Reserved]. (xvii) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (b) The obligation of any given Buyer hereunder to purchase an Additional Note at an Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for such Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (A) an Additional Note in such aggregate number of Preferred Shares as set forth on the signature page of such Buyer attached hereto, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares original principal amount as is set forth on in the signature page of such Buyer attached hereto, in each case, applicable Additional Closing Notice as being purchased by such Buyer at the such Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the legal opinion with respect to matters of Cayman Islands law of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Cayman) LLP, the Company’s Cayman Islands legal counsel, and the legal opinion with respect to matters of U.S. law of Lucosky B▇▇▇▇▇▇▇ LLP, the Company’s United States counsel, each dated as of the Additional Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentTransfer Agent. (iiiiv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a datedate within thirty (30) days of the Additional Closing Date. (ivv) 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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date. date within ten (v10) The Company shall have delivered to such Buyer a certified copy days of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateAdditional Closing Date. (vi) [Reserved]. (vii) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary or the Chief Financial Officer or the Chief Executive Officer of the Company and dated as of the Additional Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Memorandum of Incorporation of the Company Association, and (iii) the Bylaws Articles of the CompanyAssociation, each as in effect at the Additional Closing. (viiviii) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Additional 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 specific date and representations and warranties qualified by materiality, which shall be true and correct in all respectsdate) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (viiiix) The Common Stock Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of Ordinary Shares outstanding on the Additional Closing Date immediately prior to the Additional Closing. (x) The Ordinary Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as set forth otherwise disclosed in the SEC DocumentsDocuments with respect to the Principal Market, shall not have been suspended, as of the Additional 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 Additional Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ixxi) The Company shall have obtained all governmental, regulatory or third 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. (xxii) 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. (xixiii) 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. (xiixiv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiiixv) Such Buyer shall have received a letter on the letterhead of the CompanyCompany (each, an “Additional Flow of Funds Letter”) duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”)Company. (xivxvi) The Company shall have delivered to such Buyers (or made available through the E▇▇▇▇ system) the audited financial statements of the Company and its Subsidiaries for the most recently ended fiscal year. (xvii) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares and its 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: (ia) The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (A) such aggregate number of Preferred Shares as set forth on across from such Buyer’s name in column (3) of the signature page Schedule of such Buyer attached heretoBuyers, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares as is set forth on across from such Buyer’s name in column (4) of the signature page Schedule of such Buyer attached heretoBuyers, in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) Such Buyer shall have received the opinion of ▇▇▇▇▇▇▇ Procter LLP the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (c) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentTransfer Agent. (iiid) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a datedate within ten (10) days of the Closing Date. (ive) 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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a datedate within ten (10) days of the Closing Date. (vf) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateState within ten (10) days of the Closing Date. (vig) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing. (viih) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at 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 representations and warranties qualified by materiality, which shall be true and correct in all respectsdate) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required 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 acceptable to such Buyer. (viiii) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (j) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ixk) 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. (xl) 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. (xim) 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. (xiin) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiiio) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xivp) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares and its related Warrants the Convertible Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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 shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party and Documents, including the Company shall have duly executed and delivered to such Buyer (A) such aggregate number Company’s acceptance of Preferred Shares as set forth on the signature page of such Buyer attached hereto, this Agreement and (Bii) Warrants initially exercisable for such certificates representing the aggregate number principal amount of Warrant Shares as is set forth on the signature page of such Buyer attached hereto, in each case, as Convertible Notes being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) Such Buyer shall have received the opinion of T▇▇▇▇▇ ▇▇▇▇ & Priest, LLP, the Company’s outside counsel, dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (c) The Company shall have delivered to such Buyer a true copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iii) The Company shall have delivered to such Buyer a certificate certificates evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a datedate within 10 days of the Closing Date. (ivd) The Company shall have delivered to such Buyer a certificate true copy of certificates evidencing the Company’s and its subsidiaries’ qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company or its Subsidiaries conducts business and is required to so qualifybusiness, as of a datedate within 10 days of the Closing Date. (ve) The Company shall have delivered to such Buyer a certified copy of the Certificate Articles of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateState of the State of Nevada within ten (10) days of the Closing Date. (vif) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the CompanyBylaws, each as in effect at the Closing., in the form attached hereto as Exhibit E. (viig) Each The representations and every representation and warranty 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 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 specific date and representations and warranties qualified by materiality, which shall be true and correct in all respectsdate) 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 acceptable attached hereto as Exhibit F. (h) The Company shall have delivered to such BuyerBuyer 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. (viiii) The Common Stock (AI) shall be designated for quotation or listed (as applicable) on the Principal Market and (BII) except as set forth in the SEC Documents, 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. (ixj) 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. (x) 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. (xi) 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. (xiik) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (l) The Company or the Escrow Agent shall have received in the aggregate at least ten million dollars ($10,000,000) from Buyers of the Convertible Notes by November 15, 2006.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Common Shares and its 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: (ia) The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Placement Agent for the account of such Buyer (A) such aggregate number of Preferred Common Shares as set forth on across from such Buyer’s name in column (2) of the signature page Schedule of such Buyer attached hereto, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares as is set forth on the signature page of such Buyer attached hereto, in each case, Buyers as being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) Such Buyer shall have received the opinion of Squire P▇▇▇▇▇ B▇▇▇▇ (US) LLP, the Company’s counsel, dated as of the Closing Date, in the form reasonably acceptable to such Buyer. (c) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form reasonably acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentTransfer Agent. (iiid) 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 each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a datedate within ten (10) days of the Closing Date. (ive) 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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a datedate within ten (10) days of the Closing Date. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of State. (vif) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3.(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing. (viig) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at 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 representations and warranties qualified by materiality, which shall be true and correct in all respectsdate) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required 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 acceptable to such Buyer. (viiih) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (i) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ixj) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the SecuritiesCommon Shares, including without limitation, those required by the Principal Market, if any. (xk) 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. (xil) Since the date of execution of this Agreement, no event or series of events shall have occurred that would reasonably would be expected to have or result in a Material Adverse Effect. (xiim) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Common Shares. (xiiin) Such Buyer From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have received a letter on been suspended by the letterhead SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, duly executed 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 Chief Executive Officer 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 Company, setting forth the wire amounts reasonable judgment of each Buyer and Buyer, makes it impracticable or inadvisable to purchase the wire transfer instructions of Common Shares at the Company (the “Flow of Funds Letter”)Closing. (xivo) The Registration Statement shall be effective and available for the issuance and sale of the Common Shares hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder. (p) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares the Notes and its 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 and each of its Subsidiaries, if any, shall have duly executed and delivered to such Buyer each of the Transaction Documents following documents to which it is a party and the Company shall have duly executed and delivered to such Buyer party: (A) such aggregate number each of Preferred Shares as set forth on the signature page of such Buyer attached heretoTransaction Documents, and (B) Warrants initially exercisable for the Notes (allocated in such aggregate number of Warrant Shares principal amounts as is set forth on the signature page of such Buyer attached heretoshall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) the related Warrants (allocated in each case, such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Company’s outside counsel, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit E attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iiiiv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries, if any, in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a datedate within ten (10) days of the Closing Date. (ivv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each of its Subsidiaries’, if any, 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 business, in which the Company is incorporated and is required to so qualifyin which the Company has any employees as set forth on Schedule 7(v), as of a datedate within ten (10) days of the Closing Date. (vvi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and of the Certificate of Designations Company as certified by the Delaware Secretary of StateState (or comparable office) of the State of Delaware within ten (10) days of the Closing Date. (vivii) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board and by the unanimous consent of directors all members of the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing., in the form attached hereto as Exhibit G. (viiviii) Each The representations and every representation and warranty warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date and representations and warranties qualified by materiality, which shall be true and correct in all respectsspecified 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 acceptable attached hereto as Exhibit H. (ix) The Company shall have delivered to such BuyerBuyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the Closing Date. (viiix) The Common Stock (AI) shall be designated for quotation or listed (as applicable) on the Principal Market and (BII) except as set forth in the SEC Documents, 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. (ixxi) 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. (x) 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. (xi) 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. (xii) The Collateral Agent shall have received certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the results of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such liens. (xiii) The Collateral Agent shall have received the Security Agreement, duly executed by the Company, together with (A) the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement. (xiv) The Collateral Agent shall have received the Subordination Agreements, duly executed by all parties thereto. (xv) The Company shall have obtained delivered to such Buyer such Buyer’s Master Control Account Agreement, duly executed by all parties thereto and declared effective by the Control Account Bank. (xvi) The Company shall have delivered to the Collateral Agent the Account Control Agreement with respect to the Company’s operating bank account, duly executed by all parties thereto and declared effective by the Control Account Bank. (xvii) The approval of the Principal Market to list or designate for quotation (as the case may be) listing of the Conversion Shares and the Warrant Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xivxviii) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (xix) The Company shall have received the Waiver duly executed and delivered by the 2015 Required Holders.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares Note and its 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: (ia) The Company shall have duly executed and delivered to such Buyer each an electronic copy of a Note and the Warrants. (b) The following Transaction Documents to which it is a party and the Company shall have duly been executed and delivered to such Buyer the Collateral Agent: (Ai) such aggregate number of Preferred Shares as set forth on The Guaranty executed by the signature page of such Buyer attached hereto, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares as is set forth on the signature page of such Buyer attached hereto, in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement.Significant Subsidiaries; (ii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to Security and acknowledged in writing Pledge Agreement executed by the Company’s transfer agentCompany and the Significant Subsidiaries; and (iii) Form UCC-1 Financing Statements as required by the Security and Pledge Agreement (which, for the avoidance of doubt, need not be executed). (iiic) The Company shall have delivered to such Buyer a certificate evidencing the formation and of good standing of the Company in and each of its Significant Subsidiaries from each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a datedate within ten (10) days of the Closing Date. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and each Significant Subsidiary’s good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a datedate within ten (10) days of the Closing Date. (ve) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateState of the State of Delaware within ten (10) Business Days of the Closing Date. (vif) Each Significant Subsidiary shall have delivered to such Buyer a certified copy of its Certificate of Incorporation (or such equivalent organizational document) as certified by the Secretary of State (or comparable office) of such Significant Subsidiary’s jurisdiction of incorporation within fifteen (15) Business Days of the Closing Date. (g) The Company and each Significant Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Significant Subsidiary and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b) as adopted by the Company’s and each Significant Subsidiary’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the CompanyCompany and the bylaws of each Significant Subsidiary, each as in effect at the Closing. (viih) Each The representations and every representation and warranty warranties of the Company in this Agreement shall be true and correct in all material respects (except for representations and warranties qualified by material 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 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 specific date and in all material respects (except for representations and warranties qualified by materialitymaterial or Material Adverse Effect, which shall be true and correct in all respects) as of such specific date), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer 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 Buyer in the form acceptable to such Buyer. (viii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ixi) 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. (xj) 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. (xik) Since the date of execution of this Agreement, no event or series of events shall have occurred that would reasonably would be expected to have or result in a Material Adverse Effect. (xiil) The Company shall have obtained approval of notified the Principal Market to list or designate for quotation (as of the case may be) the Conversion Shares and intended issuance of the Warrant Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xivm) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (n) The Buyer and the Company shall have mutually agreed to the allocation of the issue price between the Notes and the Warrants purchased in the Closing in accordance in accordance with Section 1(d).

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Purchased Shares and its 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: (ia) The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (Ax) such aggregate number of Preferred Purchased Shares as set forth on across from such Buyer’s name in column (3) of the signature page Schedule of such Buyer attached heretoBuyers, and (By) Warrants (initially exercisable for such aggregate number of Warrant Shares as is set forth on across from such Buyer’s name in column (4) of the signature page Schedule of such Buyer attached heretoBuyers), in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) Such Buyer shall have received the opinion of the Company’s British Virgin Islands counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (c) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iiid) 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 each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a datedate within ten (10) days of the Closing Date or where such certificate is not obtainable in certain jurisdictions, opinions from counsel of those relevant jurisdictions opining on the same. (ive) 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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of State. (vi) The Company shall have delivered to such Buyer Placement Agent a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation Association of the Company and (iii) the Bylaws Memorandum of Association of the Company, each as in effect at the Closing. Additionally, the Company shall have delivered to such Buyer and Placement Agent a certificate duly signed by an authorized officer of the Company certifying, amongst other things, that the representations and warranties of the Company in this Agreement are true and correct as of the Closing Date and the Company has performed all obligations, covenants and agreements required on its part to be performed at or prior to the Closing. (viif) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at 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 representations and warranties qualified by materiality, which shall be true and correct in all respectsdate) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required 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 acceptable to such Buyer. (viiih) On the Closing Date, the Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of Common Shares outstanding on the Closing Date. (i) The Common Stock Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ixj) 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. (xk) 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. (xil) 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. (xiim) The Company shall have obtained filed for approval of with the Principal Market to list or designate for quotation (as the case may be) the Conversion Purchased Shares and the Warrant Shares. (xiiin) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xivo) From the date hereof to the Closing Date, (i) trading in the Common Shares 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 (p) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder. (q) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel their counsel, if any, may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares and its 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 to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (A) such aggregate number of Preferred Shares as set forth on the signature page of such Buyer attached hereto, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares as is set forth on the signature page of such Buyer attached hereto, in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iiiiv) 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 each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a datedate within ten (10) days of the Closing Date. (ivv) 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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a datedate within ten (10) days of the Closing Date. (vvi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Nevada Secretary of StateState within ten (10) days of the Closing Date. (vivii) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing. (viiviii) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at 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 representations and warranties qualified by materiality, which shall be true and correct in all respectsdate) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required 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 acceptable to such Buyer. (viiiix) 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 on the Closing Date immediately prior to the Closing. (x) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ixxi) 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. (xxii) 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. (xixiii) 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. (xiixiv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiiixv) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xivxvi) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares and its 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 to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (A) such aggregate number of Preferred Shares as set forth on the signature page of such Buyer attached hereto, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares as is set forth on the signature page of such Buyer attached hereto, in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date. (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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of State. (vi) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing. (vii) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the 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 specific date and representations and warranties qualified by materiality, which 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 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 acceptable to such Buyer. (viii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (x) 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. (xi) 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. (xii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) On or prior to the time of the Closing, the Company shall consummate the transactions contemplated by the Exchange Agreements. (xv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares the Notes and its 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 to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (A) such aggregate number each of Preferred Shares as set forth on the signature page of such Buyer attached hereto, Transaction Documents and (B) Warrants initially exercisable for the Notes (in such aggregate number of Warrant Shares principal amounts as is set forth on the signature page of such Buyer attached hereto, shall have requested prior to the Closing) and the related Warrants (in each case, such amounts as such Buyer shall have requested prior to the Closing) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of W▇▇▇▇▇▇▇, the Company’s outside counsel, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iiiiv) 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 each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a datedate within 10 days of the Closing Date. (ivv) 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) of each jurisdiction in which the Company conducts business and is required to so qualifyqualified, as of a datedate within 10 days of the Closing Date. (vvi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateState of the State of Delaware within ten (10) days of the Closing Date. (vivii) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the CompanyBylaws, each as in effect at the Closing., in the form attached hereto as Exhibit F. (viiviii) Each The representations and every representation and warranty warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though 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 specific date and representations and warranties qualified by materiality, which 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. 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 acceptable attached hereto as Exhibit G. (ix) The Company shall have delivered to such BuyerBuyer 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. (viiix) The Common Stock (AI) shall be designated for quotation or listed (as applicable) on the Principal Market and (BII) except as set forth in the SEC Documents, 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. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (x) 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. (xi) 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. (xii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares Note and its 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 to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (A) a Note in such aggregate number of Preferred Shares original principal amount as is set forth on across from such Buyer’s name in column (3) of the signature page Schedule of such Buyer attached heretoBuyers, and (B) Warrants a Warrant initially exercisable for such aggregate number of Warrant Shares as is set forth on across from such Buyer’s name in column (4) of the signature page Schedule of such Buyer attached heretoBuyers, in each case, as being purchased by such Buyer B▇▇▇▇ at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of the Company’s U.S. counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iiiiv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a datedate within ten (10) days of the Closing Date. (ivv) 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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a datedate within ten (10) days of the Closing Date. (vvi) The Company shall have delivered to such Buyer a certified copy of the Certificate Articles of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateState of the State of California within ten (10) days of the Closing Date. (vivii) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and (iii) the Bylaws By-laws of the Company, each as in effect at the Closing. (viiviii) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at 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 representations and warranties qualified by materiality, which shall be true and correct in all respectsdate) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required 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 acceptable to such Buyer. (viiiix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of Common Stock (A) shall be designated for quotation or listed (as applicable) Shares outstanding on the Principal Market and (B) except as set forth in Closing Date immediately prior to the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal MarketClosing. (ixx) 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. (xxi) 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. (xixii) 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. (xii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiii) Such Buyer shall have received a letter on the letterhead of the Company, Company (the “Flow of Funds Letter”) duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”)Company. (xiv) The amounts outstanding under that certain Amended and Restated Business Financing Agreement with Western Alliance Bank dated March 11, 2019 shall have been repaid either directly by the Company or by deduction from amount being advanced to the Company by the Buyers. (xv) The Chief Executive Officer of the Company shall have delivered the Resignation Letter (as defined in the Note) to S▇▇▇▇▇▇▇ & Worcester. (xvi) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares the Notes and its 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 and each of its Subsidiaries, if any, shall have duly executed and delivered to such Buyer each of the Transaction Documents following documents to which it is a party and the Company shall have duly executed and delivered to such Buyer party: (A) such aggregate number each of Preferred Shares as set forth on the signature page of such Buyer attached heretoTransaction Documents, and (B) Warrants initially exercisable for the Notes (allocated in such aggregate number of Warrant Shares principal amounts as is set forth on the signature page of such Buyer attached heretoshall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) the related Warrants (allocated in each case, such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Company’s outside counsel, dated as of the Closing Date, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iiiiv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries, if any, in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a datedate within ten (10) days of the Closing Date. (ivv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each of its Subsidiaries’, if any, 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 business, in which the Company is incorporated and is required to so qualifyin which the Company has any employees as set forth on Schedule 7(v), as of a datedate within ten (10) days of the Closing Date. (vvi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and of the Certificate of Designations Company as certified by the Delaware Secretary of StateState (or comparable office) of the State of Delaware within ten (10) days of the Closing Date. (vivii) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board and Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing., in the form attached hereto as Exhibit H. (viiviii) Each The representations and every representation and warranty warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date and representations and warranties qualified by materiality, which shall be true and correct in all respectsspecified 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 acceptable attached hereto as Exhibit I. (ix) The Company shall have delivered to such BuyerBuyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the Closing Date. (viiix) The Common Stock (AI) shall be designated for quotation or listed (as applicable) on the Principal Market and (BII) except as set forth in the SEC Documents, 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. (ixxi) 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. (x) 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. (xi) 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. (xii) The Collateral Agent shall have received certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the results of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such liens. (xiii) The Collateral Agent shall have received the Security Agreement, duly executed by the Company, together with (A) the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement. (xiv) The Collateral Agent shall have received the Subordination Agreements, duly executed by all parties thereto. (xv) The Company shall have obtained delivered to such Buyer such Buyer’s Master Control Account Agreement, duly executed by all parties thereto and declared effective by the Control Account Bank. (xvi) The approval of the Principal Market to list or designate for quotation (as the case may be) listing of the Conversion Shares and the Warrant Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xivxvii) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares and its 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 to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (A) such aggregate number of Preferred Shares as set forth on the signature page of such Buyer attached hereto, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares as is set forth on the signature page of such Buyer attached hereto, in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date. (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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of State. (vi) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing. (vii) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the 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 specific date and representations and warranties qualified by materiality, which 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 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 acceptable to such Buyer. (viii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (x) 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. (xi) 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. (xii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares and its 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 to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (A) such aggregate number of Preferred Shares as set forth on the signature page of such Buyer attached hereto, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares as is set forth on the signature page of such Buyer attached hereto, in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date. (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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of State. (vi) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing. (vii) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the 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 specific date and representations and warranties qualified by materiality, which 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 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 acceptable to such Buyer. (viii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (x) 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. (xi) 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. (xii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) On or prior to the time of the Closing, the Company shall consummate the transactions contemplated by the Exchange Agreements. (xv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred the Common Shares and its 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 and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the Transaction Documents following documents to which it is a party and the Company shall have duly executed and delivered to such Buyer party: (A) such aggregate number each of Preferred Shares as set forth on the signature page of such Buyer attached heretoTransaction Documents, and (B) the Common Shares and Warrants initially exercisable for such aggregate number of Warrant Shares as is set forth on the signature page of such Buyer attached hereto, in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’s its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a 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) of each jurisdiction in which the Company conducts business and is required to so qualifyjurisdiction, as of a datedate within ten (10) days of the Closing Date. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of State. (viiii) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) resolutions of each of the Company’s Board of Directors and stockholders with respect to the Required Approval, in a form reasonably acceptable to such Buyer, (iii) the Certificate of Incorporation of the Company and (iiiiv) the Bylaws of the Company, each as in effect at the Closing., in the form attached hereto as Exhibit A. (viiiv) Each The representations and every representation and warranty 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 accurate in all respects) as of the date when made and as of the Closing Date as though originally 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 specific date and representations and warranties qualified by materiality, which shall be true and correct in all respectsspecified 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 (except for covenants, agreement and conditions that are qualified by materiality or Material Adverse Effect, which shall be performed, satisfied or complied with, in all respects). Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer an 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 acceptable attached hereto as Exhibit B. (v) The Company shall have delivered to such BuyerBuyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of the business day immediately prior to the Closing Date. (viiivi) The Common Stock (AI) shall be designated for quotation or listed (as applicable) on the Principal Market and (BII) except as set forth in the SEC Documents, 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. (ixvii) The Company shall have obtained all governmental, regulatory regulatory, stockholder or third third-party consents and approvals, if any, necessary for the sale of the Securities. (viii) Such Buyer shall have received the Company’s wire instructions on Company’s letterhead duly executed by an authorized officer of the Company. (ix) Each of the Company’s directors shall have delivered to such Buyer his or her resignation as a director of the Company effective as of the Closing Date in a form reasonably acceptable to such Buyer, including without limitationand all required approvals shall have been obtained such that the Board, those required by as of the Principal MarketClosing Date, if anywill consist solely of the Chief Executive Officer and the individuals designated in Section 4(k). (x) 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 The transactions contemplated by the Transaction DocumentsProposal Letter, dated February 19, 2026, between Chatham Capital Management, LLC and the Company shall have been consummated in all material respects in accordance with the terms and conditions set forth therein. (xi) Since The transactions contemplated by the date of execution of this Agreement, no event or series of events Stock Purchase Agreement between certain Buyers party thereto and ETS Limited shall have occurred that reasonably would have or result been consummated in a Material Adverse Effectall material respects in accordance with the terms and conditions set forth therein. (xii) The Company shall have obtained approval caused to be delivered to the Buyers a legal opinion of the Principal Market Disclosure Law Group, a Professional Corporation, in form and substance satisfactory to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant SharesBuyers. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred the Common Shares and its 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 '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 to such Buyer (i) each of the Transaction Documents to which it is a party and Documents, (ii) via DWAC, the Company shall have duly executed and delivered to number of Common Shares being purchased by such Buyer at the Closing pursuant to this Agreement, (Aiii) the Series A Warrants (allocated in such aggregate number of Preferred Shares amounts as set forth on the signature page of such Buyer attached hereto, shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (Biv) the Series B Warrants initially exercisable for (allocated in such aggregate number of Warrant Shares amounts as is set forth on the signature page of such Buyer attached hereto, in each case, as shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of ▇▇▇▇▇▇▇▇ Law Group LLP, the Company's counsel, dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (iiiiv) 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 each such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a datedate within ten (10) days of the Closing Date. (ivv) 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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a datedate within ten (10) days of the Closing Date. (vvi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateState of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date. (vivii) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(d) as adopted by the Company’s board 's Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Company's Certificate of Incorporation of the Company and (iii) the Bylaws of the Company's Bylaws, each as in effect at the Closing., in the form attached hereto as Exhibit E. (viiviii) Each The representations and every representation and warranty warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though 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 specific date and representations and warranties qualified by materiality, which shall be true and correct in all respectsspecified 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 acceptable attached hereto as Exhibit F. (ix) The Company shall have delivered to such BuyerBuyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date. (viiix) The Common Stock (AI) shall be designated for quotation or listed (as applicable) on the Principal Market and (BII) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market 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. (ixxi) 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 Securities and the transactions contemplated by the Principal Market, if anyTransactions Documents and all payments thereunder. (xxii) The Registration Statement shall be effective and available for the issuance and sale of the Common Shares and Series B Warrants hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder. (xiii) 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 Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. (xixiv) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or could be expected to result in a Material Adverse Effect. (xiixv) The Voting Agreement shall have been executed and delivered to such Buyer by the Company and each of the Principal Stockholders. (xvi) Victory Park shall have entered into an agreement with the Company in the form attached hereto as Exhibit G (the "VPC Settlement Letter") (i) waiving the rights to participate in the transactions contemplated hereby, (ii) restricting the ability of holder of that certain Warrant (the "Financing Warrant") issued by the Company on October 30, 2014 in connection with the Victory Park Agreement for a period that is not less than one hundred thirty five (135) days from the Closing Date (a) to put the Financing Warrant to the Company, and (b) in the event of a put, permitting the Company forty-five (45) days from receipt of the put notice to pay to the put amount; and (iii) agreeing to release the security interest in the Company's assets granted in connection with the Victory Park Agreement, upon payment of $4,065,351 under the Victory Park Agreement as contemplated herein The VPC Settlement Letter shall be acknowledged and agreed by VPC SBIC I, LP, the holder of the Financing Warrant. (xvii) The Company shall have obtained approval received a pay-off letter in form and substance reasonably acceptable to the Buyers from Victory Park, on behalf of each lender under the Victory Park Agreement, indicating that upon receipt of $4,065,351, that all obligations of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) The Company and its Subsidiaries under, and rights of the lenders under, the Victory Park Agreement shall have terminated and all security interests released. (xviii) The Company shall have delivered to such Buyer such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Initial Buyer hereunder to purchase its Preferred Shares the Initial Notes and its related Warrants 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 Initial Buyer’s sole benefit and may be waived by such Initial Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Initial Buyer each of the Transaction Documents following documents to which it is a party and the Company shall have duly executed and delivered to such Buyer party: (A) such aggregate number each of Preferred Shares as set forth on the signature page of such Buyer attached heretoTransaction Documents, and (B) Warrants initially exercisable for the Initial Note(s) (allocated in such aggregate number of Warrant Shares principal amounts as is set forth on such Initial Buyer shall request) and the signature page of such Buyer attached heretorelated Warrant(s), in each case, as case being purchased by such Initial Buyer at the Initial Closing pursuant to this Agreement. (ii) The Company shall have delivered to such Initial Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit H attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iii) The Company shall have delivered to such Initial Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a datedate within ten (10) days of the Initial Closing Date. (iv) The Company shall have delivered to such Initial Buyer a certificate evidencing the Company’s and each of its Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifyits Subsidiaries conduct business, as of a datedate within ten (10) days of the Initial Closing Date. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of State. (vi) The Company shall have delivered to such Initial Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Initial Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board and each of directors its Subsidiary’s Board of Directors in a form reasonably acceptable to such Initial Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the CompanyCompany and each of its Subsidiaries, each as in effect at the Initial Closing., in the form attached hereto as Exhibit I. (viivi) Each The representations and every representation and warranty 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 as though originally 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 specific date and representations and warranties qualified by materiality, which shall be true and correct in all respectsspecified 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 Initial Buyer shall have received a certificate, duly executed by the Chief Executive Financial 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 Initial Buyer in the form acceptable to such Buyer.attached hereto as Exhibit J. (viiivii) The Common Stock (AI) shall be designated for quotation or listed (as applicable) on the Principal Market and (BII) except as set forth in the SEC Documents, shall not have been suspended, as of the Initial Closing Date, by the SEC or the Principal Market from trading quotation on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Initial Closing Date, either (I) in writing by the SEC or 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) Each of the Company’s Subsidiaries shall have executed and delivered to such Buyer the Guaranty Amendment. (x) The Collateral Agent shall have received the Fourth Amendment to the Subordination and Intercreditor Agreement, in the form attached hereto as Exhibit K (the “September 2016 Subordination Agreement Amendment”), which further amends that certain Subordination and Intercreditor Agreement dated as of September 1, 2016 by and among Longboard Capital Advisors LLC, the Company, Ener-Core Power, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇, as a Senior Lender (as defined therein) and Empery Tax Efficient, LP in its capacity as collateral agent for the Senior Note Lenders (as defined therein), as amended to date. (xi) The Collateral Agent shall have received the Security Amendment Agreement, duly executed by the Company and each of its Subsidiaries, together with the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer. (xii) The Company shall have delivered to such Initial Buyer such other documents relating to the transactions contemplated by this Agreement as such Initial Buyer or its counsel may reasonably request. (b) The obligation of each Subsequent Buyer hereunder to purchase the Subsequent Notes at the applicable Subsequent Closing is subject to the satisfaction, at or before the Subsequent Closing Date, of each of the following conditions, provided that these conditions are for each Subsequent Buyer’s sole benefit and may be waived by such Subsequent Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Subsequent Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, and (B) the Subsequent Note(s) (allocated in amounts as such Subsequent Buyer shall request) being purchased by such Subsequent Buyer at the applicable Subsequent Closing pursuant to this Agreement. (ii) If applicable, the Company shall have duly executed and delivered to such Subsequent Buyer the Joinder Agreement or Subsequent Closing Notice of such Subsequent Buyer. (iii) The Company shall have delivered to such Subsequent Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit H attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Subsequent Buyer a certificate evidencing the good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Initial Closing Date, and a bringdown of such certificate(s) as of a date within ten (10) days of the applicable Subsequent Closing Date. (v) The Company shall have delivered to such Subsequent Buyer a certificate evidencing the Company’s and each of its Subsidiary’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 and its Subsidiaries conduct business, as of a date within ten (10) days of the Initial Closing Date, and a bringdown of such certificate(s) as of a date within ten (10) days of the applicable Subsequent Closing Date. (vi) The Company shall have delivered to such Subsequent 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 and each of its Subsidiary’s Board of Directors in a form reasonably acceptable to such Subsequent Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at the applicable Subsequent Closing, in the form attached hereto as Exhibit I. (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 applicable Subsequent 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 applicable Subsequent Closing Date. Such Subsequent Buyer shall have received a certificate, executed by the Chief Financial Officer of the Company, dated as of the applicable Subsequent Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Subsequent Buyer in the form attached hereto as Exhibit J. (viii) The Common Stock (I) shall be designated for quotation on the Principal Market or and (II) shall not have been suspended, as of the applicable Subsequent Closing Date, by falling below the minimum maintenance requirements SEC or the Principal Market from quotation on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the applicable Subsequent Closing Date, in writing by the SEC or the Principal Market. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (x) 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. (xi) 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. (xii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) The Company and its Subsidiaries shall have delivered to such Subsequent Buyer such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as such Subsequent Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred the Shares and its 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 to such Buyer each of the Transaction Documents following documents to which it is a party and the Company shall have duly executed and delivered to such Buyer party: (A) such aggregate number each of Preferred Shares as set forth on the signature page of such Buyer attached hereto, Transaction Documents and (B) Warrants initially exercisable for the Shares (in such aggregate number of Warrant Shares amounts as is set forth on the signature page of such Buyer attached hereto, in each case, as shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) [Intentionally omitted] (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iiiiv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entitythe Company’s jurisdiction of formation incorporation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a datedate within ten (10) days of the Closing Date. (ivv) 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) of each jurisdiction in which the Company conducts business and is required to so qualifyits Subsidiaries conduct business, as of a date. date within ten (v10) The Company shall have delivered to such Buyer a certified copy days of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateClosing Date. (vi) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the CompanyBylaws, each as in effect at the Closing., in the form attached hereto as Exhibit D. (vii) Each The representations and every representation and warranty 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 originally 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 specific date and representations and warranties qualified by materiality, which shall be true and correct in all respectsspecified 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 acceptable to such Buyer.attached hereto as Exhibit E. (viii) The Common Stock (Ai) shall be designated for quotation or listed (as applicable) on the Principal Market and (Bii) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading 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. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if anyShares. (x) 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. (xi) 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. (xii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares and its related Warrants applicable shares of Common Stock 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 shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (A) such aggregate number of Preferred Shares shares of Common Stock as set forth across from such Buyer’s name on the signature page Schedule of such Buyers and the Company shall have complied in all respects with all obligations under this Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Company shall be entitled to deliver executed copies of the Common Stock certificates at Closing, with an obligation to deliver the originals to Buyer attached hereto, and within five (B5) Warrants initially exercisable for such aggregate number of Warrant Shares as is set forth on Business Days after the signature page of such Buyer attached hereto, in each case, as being purchased by such Buyer at the Closing pursuant to this AgreementClosing. (ii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iiib) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’s its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a datedate within ten (10) days of the Closing Date. (ivc) 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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a datedate within ten (10) days of the Closing Date. (vd) The Company shall have delivered to such Buyer a certified copy of the Certificate Articles of Incorporation and the Certificate of Designations Incorporation, as certified by the Delaware Secretary of StateState of the Company’s jurisdiction of formation within ten (10) days of the Closing Date. (vie) The Company shall have delivered to such Buyer a certificate, in the form reasonably acceptable to such Buyer, executed by the Secretary of the Company and dated as of the applicable Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and (iii) the Bylaws of the Company, in each case, as in effect at the Closing. (viif) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at 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 specific date and (2) representations and warranties that are qualified by materialitymaterial, which 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 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, 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 reasonably acceptable to such Buyer. (viiig) The Company shall have delivered to such Buyer information from the Company’s transfer agent identifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (h) The Common Stock (AI) shall be designated for quotation or listed (as applicable) on the Principal Market and (BII) except as set forth in the SEC Documents, 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 maintenance requirements of the Principal Market. (ixi) 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. (xj) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity 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. (xik) 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. (l) Since the date of execution of this Agreement, the Company has timely filed all SEC Documents. (m) As of the Closing Date, neither the Company nor any Subsidiary is in violation of its Articles of Incorporation or other organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in SEC documents, with the giving of notice or lapse of time would be in default, under any existing material obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, singularly or in the aggregate, have a Material Adverse Effect. (xiin) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as reasonably required to consummate the transactions contemplated hereby. (o) Such Buyer shall have received the opinions of F▇▇▇▇ & L▇▇▇▇▇▇ LLP in the form reasonably acceptable to such Buyer or its counsel may reasonably requestBuyer.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares and its related Warrants Note 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 and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer a Note (A) in such aggregate number of Preferred Shares as set forth on the signature page of such Buyer attached hereto, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares original principal amount as is set forth on across from such Buyer’s name in column (3) of the signature page Schedule of such Buyer attached hereto, in each case, as Buyers) being purchased by such Buyer at the Closing pursuant to this Agreement (ii) Such Buyer shall have received the opinion of Dentons US LLP/Dentons Cayman, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iiiii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iiiiv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a datedate within ten (10) days of the Closing Date. (ivv) 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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a datedate within ten (10) days of the Closing Date. (vvi) The Company shall have delivered to such Buyer a certified copy of the Certificate Memorandum and Articles of Incorporation and the Certificate of Designations Association as certified by the Delaware Secretary Cayman Islands Registrar within ten (10) days of Statethe Closing Date. (vivii) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation Association of the Company and (iii) the Bylaws Memorandum of Association of the Company, each as in effect at the Closing. (viiviii) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at 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 representations and warranties qualified by materiality, which shall be true and correct in all respectsdate) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required 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 acceptable to such Buyer. (viiiix) The Common Stock Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of Ordinary Shares outstanding on the Closing Date immediately prior to the Closing. (x) The Ordinary Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ixxi) 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. (xxii) 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. (xixiii) 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. (xiixiv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiiixv) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xivxvi) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred the Common Shares and its 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 to such Buyer (i) each of the Transaction Documents to which it is a party and (ii) the Company shall have duly executed and delivered to Common Shares (allocated in such amounts as such Buyer (A) such aggregate number of Preferred Shares as set forth on the signature page of shall request), being purchased by such Buyer attached heretoat the Closing pursuant to this Agreement, and (Biii) the related Warrants initially exercisable for (allocated in such aggregate number of Warrant Shares amounts as is set forth on the signature page of such Buyer attached hereto, in each case, as shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of ▇▇▇▇▇ ▇▇▇▇ LLP, the Company’s counsel, dated as of the Closing Date, in substantially the form of Exhibit C attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit B attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iiiiv) The Company shall have delivered to such Buyer a certificate (or a fax or pdf copy of such certificate) evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) or a bring-down certificate from Corporation Service Company (or similar service company) of such jurisdiction of formation jurisdiction, as of a datedate within 10 days of the Closing Date. (ivv) The Company shall have delivered to such Buyer a certificate (or a fax or pdf copy of such certificate) evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) or a bring-down certificate from Corporation Service Company (or similar service company) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a datedate within 10 days of the Closing Date. (vvi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateState of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date. (vivii) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the CompanyBylaws, each as in effect at the Closing., in the form attached hereto as Exhibit D. (viiviii) Each The representations and every representation and warranty 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 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 specific date and representations and warranties qualified by materiality, which shall be true and correct in all respectsspecified 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 acceptable attached hereto as Exhibit E. (ix) The Company shall have delivered to such BuyerBuyer 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. (viiix) The Common Stock (AI) shall be designated for quotation or listed (as applicable) on the Principal Market and (BII) except as set forth in the SEC Documents, 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. (ixxi) 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. (x) 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. (xi) 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. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have obtained approval of delivered to such Buyer the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares Prospectus and the Warrant SharesProspectus Supplement as required thereunder. (xiii) Such Buyer Contemporaneously with the Closing, the Company shall have received a letter on consummated the letterhead transactions contemplated by the Securities Purchase Agreement dated as of the Company, duly executed date hereof by the Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of among the Company and Sanderling Venture Partners and Alafi Capital Company (or, in either case, one of their controlled affiliates) (the “Flow of Funds LetterInside Investors’ Securities Purchase Agreement”), which shall result in the Company receiving an aggregate of $10 million gross proceeds for all securities issuable pursuant to such agreement. (xiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares the Notes and its 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 '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 and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the Transaction Documents following documents to which it is a party and the Company shall have duly executed and delivered to such Buyer party: (A) such aggregate number each of Preferred Shares as set forth on the signature page of such Buyer attached heretoTransaction Documents, and (B) Warrants initially exercisable for the Notes (allocated in such aggregate number of Warrant Shares principal amounts as is set forth on the signature page of such Buyer attached heretoshall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) the related Warrants (allocated in each case, such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of LKP Global Law, LLP, the Company's outside counsel, dated as of the Closing Date, in substantially the form of Exhibit H attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit G attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (iiiiv) 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 each such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a datedate within ten (10) days of the Closing Date. (ivv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's and each of its Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifyits Subsidiaries conduct business, as of a date. date within ten (v10) The Company shall have delivered to such Buyer a certified copy days of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateClosing Date. (vi) [Intentionally omitted] (vii) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board 's and each of directors its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the CompanyCompany and each of its Subsidiaries, each as in effect at the Closing., in the form attached hereto as Exhibit I. (viiviii) Each The representations and every representation and warranty warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date and representations and warranties qualified by materiality, which shall be true and correct in all respectsspecified 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 acceptable attached hereto as Exhibit J. (ix) [Intentionally omitted] (x) The Company shall have delivered to such Buyereach Buyer a lock-up agreement in the form attached hereto as Exhibit K executed and delivered by each of the Persons listed on Schedule 7(x)1 (collectively, the "Lock Up Agreements"). (viiixi) The Common Stock (AI) shall be designated for quotation or listed (as applicable) on the Principal Market and (BII) except as set forth in the SEC Documents, 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. (ixxii) 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. (x) 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. (xi) 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. (xii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiii) Such Buyer shall have received a letter on the letterhead Each of the Company, duly 's Subsidiaries shall have executed by and delivered to such Buyer the Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”)Guarantee Agreement. (xiv) The Collateral Agent shall have received certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the results of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such liens. 1 To include all directors and officers that own equity of the Company as well as SAIL Capital Partners, LLC and all of its affiliated entities. (xv) The Collateral Agent shall have received the Security Agreement, duly executed by the Company and each of its Subsidiaries Subsidiaries, together with (A) the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement. (xvi) The Company shall have delivered to each Buyer and the Collateral Agent the Deposit Account Control Agreement, duly executed by all parties thereto and declared effective by the Bank. (xvii) The Company shall have delivered to such Buyer such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Common Shares and its 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: (ia) The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered (in accordance with Section 1(d) of this Agreement) to such Buyer (A) such aggregate number of Preferred Common Shares as set forth on across from such Buyer’s name in column (2) of the signature page Schedule of such Buyer attached hereto, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares as is set forth on the signature page of such Buyer attached hereto, in each case, Buyers as being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) Such Buyer shall have received the opinion of G▇▇▇▇▇▇ Procter LLP, the Company’s counsel, dated as of the Closing Date, in the form reasonably acceptable to such Buyer. (c) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form reasonably acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iiid) 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 each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a datedate within ten (10) days of the Closing Date. (ive) 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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a datedate within ten (10) days of the Closing Date. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of State. (vif) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing. (viig) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at 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 representations and warranties qualified by materiality, which shall be true and correct in all respectsdate) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required 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 acceptable to such Buyer. (viiih) 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 on the Closing Date immediately prior to the Closing. (i) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ixj) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the SecuritiesCommon Shares, including without limitation, those required by the Principal Market, if any. (xk) 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. (xil) Since the date of execution of this Agreement, no event or series of events shall have occurred that would reasonably would be expected to have or result in a Material Adverse Effect. (xiim) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Common Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred the Common Shares and its the related Adjustment Shares, Capacity Shares and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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 shall have duly executed and delivered to such Buyer Buyer, each of the Transaction Documents following to which it is a party and party: (i) each of the Company shall have duly executed and delivered to Transaction Documents, (ii) the Common Shares (allocated in such amounts as such Buyer (A) such aggregate number of Preferred Shares as set forth on the signature page of shall request), being purchased by such Buyer attached hereto, at the Closing pursuant to this Agreement and (Biii) the Warrants initially exercisable for (allocated in such aggregate number of Warrant Shares amounts as is set forth on the signature page of such Buyer attached heretoshall request) being purchased by such Buyer at the Closing pursuant to this Agreement, in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) Such Buyer shall have received the opinions of ▇▇▇▇▇▇▇▇▇▇ Hyatt ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, the Company’s outside counsel, dated as of the Closing Date, in a form acceptable to such Buyer. (c) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the a form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentTransfer Agent. (iiid) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’s its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of formation such good standing from Corporation Service Company, as of a datedate within ten (10) days before the Closing Date. (ive) 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) of each jurisdiction in which the Company conducts business and is required to so qualifyor a bring down of such good standing from Corporation Service Company, as of a datedate within ten (10) days of the Closing Date. (vf) The Company shall have delivered to such Buyer a certified copy of the Certificate Articles of Incorporation of the Company and the Certificate each of Designations its Subsidiaries as certified by the Delaware Secretary of StateState (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) days of the Closing Date. (vig) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(d) as adopted by the Company’s board and each of directors its Subsidiaries’ Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the CompanyCompany and each of its Subsidiaries, each as in effect at the Closing., in the form attached hereto as Exhibit D. (viih) Each The representations and every representation and warranty 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 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 specific date and in all material respects (except for those representations and warranties that are qualified by materialitymateriality or Material Adverse Effect, which shall be true and correct in all 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 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 acceptable attached hereto as Exhibit E. (i) The Company shall have delivered to such BuyerBuyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date. (viiij) The Common Stock (AI) shall be designated for quotation or listed (as applicable) on the Principal Market and (BII) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market 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, other than as disclosed in the Registration Statement and Prospectus Supplement. (ixk) 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 Securities and the transactions contemplated by the Principal Market, if anyTransaction Documents and all payments thereunder. (xl) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder. (m) 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 Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. (xin) Since the date of execution of this Agreement, no event or series of events The Securities Escrow Agreement shall have occurred that reasonably would have or result in a Material Adverse Effectbeen executed and delivered to such Buyer by the Company and the Transfer Agent. (xiio) The Company shall have obtained approval issued the Maximum Additional Shares in escrow in the name of the Principal Market to list or designate for quotation (as Transfer Agent in accordance with the case may be) terms of the Conversion Shares and the Warrant SharesSecurities Escrow Agreement. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xivp) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares and its related Warrants Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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 shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (A) a Note in such aggregate number of Preferred Shares as set forth on the signature page of such Buyer attached hereto, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares original principal amount as is set forth on across from such Buyer’s name in column (3) of the signature page Schedule of such Buyer Buyers attached hereto, in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement. (b) On the Closing Date, such Buyer shall have received the opinion of (i) E▇▇▇▇▇▇▇ G▇▇▇▇▇▇▇ & Schole LLP, the Company’s United States counsel, and (ii) The T▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, the Company’s English counsel, both dated as of the Closing Date, in the form acceptable to such Buyer. (c) On the Closing Date, the Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iiid) The On the Closing Date, the Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a datedate within ten (10) days of the Closing Date. (ive) The On the Closing Date, the Company shall have delivered to such each Buyer voting agreements in a certificate evidencing the Company’s qualification as a foreign corporation form reasonably satisfactory to each Buyer and good standing issued executed by the Secretary shareholders of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as holding an aggregate number of a dateOrdinary Shares sufficient for the receipt of Shareholder Approval. (vf) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateReserved. (vig) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary an officer of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, Buyer and (ii) the Certificate of Incorporation Charter of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing. (viih) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at 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 representations and warranties qualified by materiality, which shall be true and correct in all respectsdate) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required 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 acceptable to such Buyer. (viiii) The Common Stock Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of Ordinary Shares outstanding on the Closing Date immediately prior to the Closing. (Aj) The Ordinary Shares (i) shall be designated for quotation or listed (as applicable) on the Principal Market Trading Market, and (Bii) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Trading Market from trading on the Principal Trading Market nor shall suspension by the SEC or the Principal Trading Market have been threatened, as of the Closing Date, either (IA) in writing by the SEC or the Principal Market Trading Market, or (IIB) by falling below the minimum maintenance requirements of the Principal Trading Market. (ixk) The Company shall have obtained all governmental, regulatory or third third-party consents and approvals, if any, necessary for the sale of the SecuritiesNotes, including without limitation, those required by the Principal Trading Market, if any. (xl) 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. (xim) 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. (xiin) The Company shall have obtained approval of the Principal Trading Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Underlying Shares. (xiiio) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xivp) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares the Notes and its 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 '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 and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the Transaction Documents following documents to which it is a party and the Company shall have duly executed and delivered to such Buyer party: (A) such aggregate number each of Preferred Shares as set forth on the signature page of such Buyer attached heretoTransaction Documents, and (B) Warrants initially exercisable for the Notes (allocated in such aggregate number of Warrant Shares principal amounts as is set forth on the signature page of such Buyer attached heretoshall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) the related Warrants (allocated in each case, such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of DLA Piper LLP (US), the Company's outside counsel, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (iiiiv) 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 each such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a datedate within ten (10) days of the Closing Date. (ivv) 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) of each jurisdiction the State of Florida, the State of California and the District of Columbia (which are the only jurisdictions in which the Company conducts business and is required to so qualifyregister as a foreign corporation), as of a date. date within ten (v10) The Company shall have delivered to such Buyer a certified copy days of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateClosing Date. (vi) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board 's and each of directors its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing., in the form attached hereto as Exhibit F. (vii) Each The representations and every representation and warranty 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 accurate in all respects) as of the date when made and as of the Closing Date as though originally 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 specific date and representations and warranties qualified by materiality, which shall be true and correct in all respectsspecified 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 (except for covenants, agreement and conditions that are qualified by materiality or Material Adverse Effect, which shall be performed, satisfied or complied with, in all respects). Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer an 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 acceptable to such Buyer.attached hereto as Exhibit G. (viii) 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 (5) days of the Closing Date. (ix) The Common Stock (AI) shall be designated for quotation or listed (as applicable) on the Principal Market and (BII) except as set forth in the SEC Documents, 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. (ixx) 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. (x) 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. (xi) Since the date of execution of this Agreement, no event or series of events Such Buyer shall have occurred that reasonably would have or result in a Material Adverse Effectreceived the Company's wire instructions on Company's letterhead duly executed by an authorized officer of the Company. (xii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares and its 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 and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (A) such aggregate number of Preferred Shares as set forth on across from such Buyer’s name in column (3) of the signature page Schedule of such Buyer attached hereto, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares as is set forth on the signature page of such Buyer attached hereto, in each case, Buyers as being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentTransfer Agent. (iiiiv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date. date within ten (iv10) The Company shall have delivered to such Buyer a certificate evidencing days of the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a dateClosing Date. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateState within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing. (vii) Each and every representation and warranty of the Company shall be true and correct in all material respects (except for such 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 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 specific date and representations and warranties qualified by materiality, which shall be true and correct in all respectsdate) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required 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 acceptable to such Buyer. (viii) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (ix) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ixx) 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. (xxi) 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. (xixii) 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. (xiixiii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiiixiv) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xivxv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares the Common Units and its 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 Timber with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company Timber shall have duly executed and delivered to such Buyer (A) such aggregate number each of Preferred Shares as set forth on the signature page of such Buyer attached hereto, Timber Transaction Documents and (B) Warrants initially exercisable for the Common Units (allocated in such aggregate number of Warrant Shares amounts as is set forth on the signature page of such Buyer attached heretoshall request), in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) The Company BioPharmX shall have duly executed and delivered to such Buyer each of the BioPharmX Transaction Documents. (iii) Such Buyer shall have received the opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, dated as of the Closing Date, in the form attached hereto as Exhibit F-1. (iv) Such Buyer shall have received the opinion of Akerman LLP dated as of the Closing Date, in the form attached hereto as Exhibit F-2. (v) BioPharmX shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, Instructions in escrow to be released upon the form acceptable to such Buyereffectiveness of the Merger, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentTransfer Agent. (iiivi) The Company Each of Timber and BioPharmX shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company Timber and BioPharmX in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a datedate within ten (10) calendar days prior to the Closing Date. (ivvii) The Company Each of Timber and BioPharmX shall have delivered to such Buyer a certificate evidencing the Company’s its qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each the jurisdiction in which the Company conducts business and is required to so qualifyit has its headquarters, as of a datedate within ten (10) calendar days prior to the Closing Date. (vviii) The Company Each of Timber and BioPharmX shall have delivered to such Buyer a certified copy of the Timber Certificate of Incorporation Formation and the BioPharmX Certificate of Designations Incorporation, respectively, as certified by the Delaware Secretary of StateState (or comparable office) of its jurisdiction of formation within ten (10) calendar days prior to the Closing Date. (viix) The Company Each of Timber and BioPharmX shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the its Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) or Section 4(b), respectively, as adopted by the Company’s board its Board of directors Managers and Board of Directors, respectively, in a form reasonably acceptable to such Buyer, (ii) the Timber Certificate of Incorporation Formation or the BioPharmX Certificate of the Company Incorporation, respectively, and (iii) the Bylaws of the CompanyTimber LLCA and BioPharmX Bylaws, respectively, each as in effect at the Closing., in the form attached hereto as Exhibit G. (viix) Each The representations and every representation warranties of each of Timber and warranty of the Company BioPharmX shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific date and representations and warranties qualified by materiality, which shall be true and correct in all respectsspecified date) and the Company each of Timber and BioPharmX 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 it at or prior to the Closing Date. Such Buyer shall have received a certificatecertificates, duly executed by the Chief Executive Officer of the Companyeach of Timber and BioPharmX, 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 acceptable attached hereto as Exhibit H. (xi) BioPharmX shall have delivered to such BuyerBuyer a letter from its Transfer Agent certifying the number of shares of BioPharmX Common Stock outstanding as of a date within five (5) calendar days of the Closing Date. (viiixii) The proposed Merger between Timber and BioPharmX shall have been consummated or shall occur immediately following the Closing and the BioPharmX Common Stock (AI) shall be designated for quotation or listed (as applicable) on the Principal Market and (BII) except as set forth in the SEC Documents, 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 or initial listing requirements of the Principal Market. (ixxiii) The Company Each of Timber and BioPharmX shall have obtained all member, stockholder, governmental, regulatory or other third party consents and approvals, if anyincluding, without limitation, approval of the Principal Market, necessary for the completion of the Merger and the sale of the Securities, including including, without limitation, those in the case of BioPharmX, any and all stockholder approval required by the Principal Market, if anyMarket with respect to the issuances of the Warrants and the Warrant Shares in full upon exercise of the Warrants without giving effect to any limitation on the exercise of the Warrants set forth therein. (xxiv) No statute, rule, regulation, executive order, decree, ruling or injunction All conditions precedent to the closing of the Merger contained in the Merger Agreement shall have been enacted, entered, promulgated satisfied or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documentswaived. (xixv) Since the date of execution of this Agreement, no event or series of events The Form S-4 shall have occurred become effective in accordance with the provisions of the 1933 Act, and shall not be subject to any stop order or proceeding (or threatened proceeding by the SEC) seeking a stop order with respect to the Form S-4 that reasonably would have or result in a Material Adverse Effecthas not been withdrawn. (xiixvi) The Company Securities Escrow Agreement shall have obtained approval of been executed and delivered to such Buyer by the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Sharesother parties thereto. (xiiixvii) Timber shall have issued the Additional Common Units in escrow in the name of the Escrow Agent in accordance with the terms of the Securities Escrow Agreement. (xviii) Such Buyer shall have received a letter Timber’s wire instructions on the Timber’s letterhead of the Company, duly executed by the Chief Executive Officer an authorized executive officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”)Timber. (xivxix) Each Buyer shall have delivered to Timber a leak-out agreement, in the form attached hereto as Exhibit I (collectively, the “Leak-Out Agreements”), executed by each Buyer. (xx) The Company Corporate Tax Election shall remain in full force and its Subsidiaries effect. (xxi) Each of Timber and BioPharmX shall have delivered to such Buyer such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares the Notes and its 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 '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 and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the Transaction Documents following documents to which it is a party and the Company shall have duly executed and delivered to such Buyer party: (A) such aggregate number each of Preferred Shares as set forth on the signature page of such Buyer attached heretoTransaction Documents, and (B) Warrants initially exercisable for the Notes (allocated in such aggregate number of Warrant Shares principal amounts as is set forth on the signature page of such Buyer attached heretoshall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) the related Warrants (allocated in each case, such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer and the Placement Agent shall have received the opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, the Company's outside counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (iiiiv) 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 each such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a datedate within ten (10) Trading Days of the Closing Date. (ivv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's and each of its Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifyits Subsidiaries conduct business, as of a datedate within ten (10) Trading Days of the Closing Date. (vvi) The Company shall have delivered to such Buyer a certified copy of the Certificate Articles of Incorporation and of the Certificate of Designations Company as certified by the Delaware Secretary of StateState (or comparable office) of the jurisdiction of formation of the Company within ten (10) Trading Days of the Closing Date. (vivii) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board 's and each of directors its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the CompanyCompany and each of its Subsidiaries, each as in effect at the Closing., in the form attached hereto as Exhibit G. (viiviii) Each The representations and every representation and warranty 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 are accurate in all respects) as of the date when made and as of the Closing Date as though originally 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 specific date and representations and warranties qualified by materiality, which shall be true and correct in all respectsspecified 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 acceptable attached hereto as Exhibit H. (ix) The Company shall have delivered to such BuyerBuyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within ten (10) Trading Days of the Closing Date. (viiix) The Common Stock (AI) shall be designated for quotation or listed (as applicable) on the Principal Market and (BII) except as set forth in the SEC Documents, shall not have been suspendedsuspended or halted from trading on the Principal Market, as of the Closing Date, by the SEC or the Principal Market FINRA nor shall either (A) suspension or halting from trading on the Principal Market nor shall suspension by the SEC or FINRA have been threatened, as of the Closing Date, in writing by the SEC or FINRA or (B) removal from quotation on 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 due to the Common Stock falling below the minimum listing maintenance requirements of the Principal Market. (ixxi) 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. (x) 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. (xi) 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 EffectNotes and Warrants. (xii) The Company Each of the Company's U.S. Subsidiaries shall have obtained approval of executed and delivered to such Buyer the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant SharesGuaranty Agreement. (xiii) Such Buyer The Collateral Agent shall have received a letter certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the letterhead Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the CompanyCollateral Agent, duly executed desirable to perfect the security interests purported to be created by the Chief Executive Officer Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the CompanyCollateral, setting forth the wire amounts of each Buyer and the wire transfer instructions results of searches for any lien recorded with the Company (USPTO or U.S. copyright office, any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the “Flow of Funds Letter”)Collateral Agent, shall not show any such liens. (xiv) The Collateral Agent shall have received the Security Agreement, duly executed by the Company and each of its Subsidiaries U.S. Subsidiaries, together with (A) the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement. (xv) The Company shall have delivered to such Buyer such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares the Notes and its 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 '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 and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the Transaction Documents following documents to which it is a party and the Company shall have duly executed and delivered to such Buyer party: (A) such aggregate number each of Preferred Shares as set forth on the signature page of such Buyer attached heretoTransaction Documents, and (B) Warrants initially exercisable for the Notes (allocated in such aggregate number of Warrant Shares principal amounts as is set forth on the signature page of such Buyer attached heretoshall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) the related Warrants (allocated in each case, such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of LKP Global Law, LLP, the Company's outside counsel, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit E attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (iiiiv) 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 each such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a datedate within ten (10) days of the Closing Date. (ivv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's and each of its Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifyits Subsidiaries conduct business, as of a date. date within ten (v10) The Company shall have delivered to such Buyer a certified copy days of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateClosing Date. (vi) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board 's and each of directors its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the CompanyCompany and each of its Subsidiaries, each as in effect at the Closing., in the form attached hereto as Exhibit G. (vii) Each The representations and every representation and warranty warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date and representations and warranties qualified by materiality, which shall be true and correct in all respectsspecified 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 acceptable to such Buyer.attached hereto as Exhibit H. (viii) The Company shall have delivered to each Buyer a copy of the lock-up agreement executed and delivered by each of the Persons listed on Schedule 7(viii) in connection with the April 2015 Financing (collectively, the "Lock Up Agreements"). (ix) The Common Stock (AI) shall be designated for quotation or listed (as applicable) on the Principal Market and (BII) except as set forth in the SEC Documents, 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. (ixx) 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. (x) 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. (xi) Since Each of the date of execution of this Agreement, no event or series of events Company's Subsidiaries shall have occurred that reasonably would have or result in a Material Adverse Effectexecuted and delivered to such Buyer the Guaranty Agreement. (xii) The Company Collateral Agent shall have obtained approval received certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the Principal Market Collateral Agent, desirable to list or designate for quotation (perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the case may be) Collateral Agent, shall cover any of the Conversion Shares Collateral, and the Warrant Sharesresults of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such liens. (xiii) Such Buyer The Collateral Agent shall have received a letter on the letterhead of the CompanySecurity Agreement, duly executed by the Chief Executive Officer Company and each of its Subsidiaries, together with the original stock certificates representing all of the Companyequity interests and all promissory notes required to be pledged thereunder, setting forth the wire amounts accompanied by undated stock powers and allonges executed in blank and other proper instruments of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”)transfer. (xiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred Shares the Notes and its 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 '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 and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the Transaction Documents following documents to which it is a party and the Company shall have duly executed and delivered to such Buyer party: (A) such aggregate number each of Preferred Shares as set forth on the signature page of such Buyer attached heretoTransaction Documents, and (B) Warrants initially exercisable for the Notes (allocated in such aggregate number of Warrant Shares principal amounts as is set forth on the signature page of such Buyer attached heretoshall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) the related Warrants (allocated in each case, such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of B▇▇▇▇▇▇▇▇▇ H▇▇▇▇ F▇▇▇▇▇ S▇▇▇▇▇▇, LLP, the Company's outside counsel, dated as of the Closing Date, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (iiiiv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Significant Subsidiaries in each such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a datedate within ten (10) days before the Closing Date. (ivv) 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) of each jurisdiction in which the Company conducts business and is required to so qualifybusiness, as of a date. date within ten (v10) The Company shall have delivered to such Buyer a certified copy of days before the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateClosing Date. (vi) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board 's Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing., in the form attached hereto as Exhibit H. (vii) Each The representations and every representation and warranty 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 originally 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 specific date and in all material respects (except for those representations and warranties that are qualified by materialitymateriality or Material Adverse Effect, which shall be true and correct in all 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 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 acceptable to such Buyer.attached hereto as Exhibit I. (viii) 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 (5) days before the Closing Date. (ix) The Common Stock (AI) shall be designated for quotation or listed (as applicable) on the Principal Market and (BII) except as set forth in the SEC Documents, 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, other than as disclosed in the Company's Form 8-K filed on December 24, 2015. (ixx) 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 Securities and the transactions contemplated by the Principal Market, if anyTransaction Documents and all payments thereunder. (xxi) The Company shall have delivered to each Buyer such Buyer's Master Control Account Agreement, duly executed by all parties thereto and declared effective by the Bank. (xii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xi) 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. (xii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiii) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (xiv) The Voting Agreement shall have been executed and delivered to such Buyer by the Company and the Principal Shareholder. (xv) The Company shall have received any necessary approvals from the Principal Market.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. 1 (a) The obligation of each Buyer hereunder to purchase its Preferred Shares and its related Warrants Initial Note 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 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 and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (A) an Initial Note in such aggregate number of Preferred Shares as set forth on the signature page of such Buyer attached hereto, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares original principal amount as is set forth on across from such Buyer’s name in column (3) of the signature page Schedule of such Buyer attached hereto, in each caseBuyers, as being purchased by such Buyer at the Initial Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Norton Rose Fulbright LLP, the Company’s counsel, dated as of the Initial Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentagent and shall remain in full force and effect as of such Initial Closing Date. (iiiiv) 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 each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a datedate within ten (10) days of the Initial Closing Date. (ivv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’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 and each Subsidiary conducts business and is required to so qualify, as of a datedate within ten (10) days of the Initial Closing Date. (vvi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateState within ten (10) days of the Initial Closing Date. (vivii) Each Subsidiary shall have delivered to such Buyer a certified copy of its Certificate of Incorporation (or such equivalent organizational document) as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Initial Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Initial Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s and each Subsidiary’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the CompanyCompany and the bylaws of each Subsidiary, each as in effect at the Initial Closing. (viiix) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Initial 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 specific date and representations and warranties qualified by materiality, which shall be true and correct in all respectsdate) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Such Buyer shall have received a certificate, duly 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 Buyer in the form acceptable to such Buyer. (viiix) 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 on the Initial Closing Date immediately prior to the Initial Closing. (xi) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as set forth in the SEC Documents, 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 (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market, except as otherwise disclosed in the SEC Documents. (ixxii) 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. (xxiii) 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. (xixiv) 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. (xiixv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant SharesUnderlying Securities. (xiiixvi) In accordance with the terms of the Security Documents, the Company shall have delivered to the Collateral Agent (A) original certificates (if any) (I) representing the Subsidiaries’ shares of share capital to the extent such subsidiary is a corporation or otherwise has certificated equity and (II) representing all other equity interests and all promissory notes required to be pledged thereunder, in each case, accompanied by undated share powers and allonges executed in blank and other proper instruments of transfer and (B) appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document. (xvii) Within two (2) Business Days prior to the Initial Closing, the Company shall have delivered or caused to be delivered to each Buyer and the Collateral Agent (A) certified copies of requests for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent or the Buyers, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (as defined in the Security Agreement), and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent and the Buyers, shall not show any such Liens; and (B) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Buyers (the “Perfection Certificate”). (xviii) The Collateral Agent shall have received the Security Agreement, duly executed by the Company and each of its Subsidiaries, together with the original share certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated share powers and allonges executed in blank and other proper instruments of transfer. (xix) With respect to the Intellectual Property Rights, if any, of the Company or any of its Subsidiaries, the Company and/or such Subsidiaries, as applicable, shall have duly executed and delivered to such Buyer each Assignment For Security for the Intellectual Property Rights of the Company and its Subsidiaries, in the form attached as Exhibit A to the Security Agreement. (xx) Each Controlled Account Bank and the Collateral Agent shall have duly executed and delivered to such Buyer a Controlled Account Agreement with respect to each account of the Company or any of its Subsidiaries held at such Controlled Account Bank. (xxi) Such Buyer shall have received a letter on the letterhead of the Company, Company (the “Initial Flow of Funds Letter”) duly executed by the Chief Executive Financial Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”)Company. (xivxxii) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (b) The obligation of each Buyer hereunder to purchase its Additional Note at any Additional Closing is subject to the satisfaction, at or before such Additional 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 and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each applicable Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such Additional Note being purchased by such Buyer at such Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Norton Rose Fulbright LLP, the Company’s counsel, dated as of such Additional Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent and shall remain in full force and effect as of such Additional Closing Date. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing (if a good standing concept exists in such jurisdiction) of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’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 and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Additional Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its Certificate of Incorporation (or such equivalent organizational document) as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of such Additional Closing Date. (viii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of such Additional 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 specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (ix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of Common Stock outstanding on such Additional Closing Date immediately prior to such Additional Closing. (x) 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 such Additional 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 such Additional Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xii) No 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. (xiii) 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. (xiv) In accordance with the terms of the Security Documents, the Company shall have delivered to the Collateral Agent (A) original certificates (I) representing the Subsidiaries’ shares of share capital to the extent such subsidiary is a corporation or otherwise has certificated equity and (II) representing all other equity interests and all promissory notes required to be pledged thereunder, in each case, accompanied by undated share powers and allonges executed in blank and other proper instruments of transfer and (B) appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document. (xv) Within two (2) Business Days prior to such Additional Closing, the Company shall have delivered or caused to be delivered to each Buyer and the Collateral Agent (A) certified copies of requests for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent or the Buyers, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent and the Buyers, shall not show any such Liens. (xvi) The Collateral Agent shall have received amended and restated schedules to the Security Agreement, if applicable. (xvii) The Collateral Agent shall have received amended and restated schedules to the Intellectual Property Security Agreement, if applicable. (xviii) Each Controlled Account Bank and the Collateral Agent shall have duly executed and delivered to such Buyer a Controlled Account Agreement with respect to each account of the Company or any of its Subsidiaries held at such Controlled Account B

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Series C Preferred Shares and its 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 to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (A) such aggregate number of Series C Preferred Shares as set forth on across from such Buyer’s name in column (3) of the signature page Schedule of such Buyer attached heretoBuyers, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares as is set forth on across from such Buyer’s name in column (4) of the signature page Schedule of such Buyer attached hereto, Buyers in each case, as being purchased by such Buyer ▇▇▇▇▇ at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of ▇▇▇▇▇▇▇ Procter LLP, the Company’s counsel, dated as of the Closing Date, in substantially the form previously provided pursuant to the Original Securities Purchase Agreement. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in substantially the form acceptable previously provided pursuant to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentOriginal Securities Purchase Agreement. (iiiiv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a datedate within ten (10) days of the Closing Date. (ivv) 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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a datedate within ten (10) days of the Closing Date. (vvi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateState within ten (10) days of the Closing Date. (vivii) The Company shall have delivered to such Buyer a certificate, in substantially the form acceptable previously provided pursuant to such Buyerthe Original Securities Purchase Agreement, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyerdirectors, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing. (viiviii) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at 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 representations and warranties qualified by materiality, which shall be true and correct in all respectsdate) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required 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 substantially the form acceptable previously provided pursuant to such Buyerthe Original Securities Purchase Agreement. (viiiix) 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 on the Closing Date immediately prior to the Closing. (x) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ixxi) 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. (xxii) 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. (xixiii) 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. (xiixiv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xiiixv) Such 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 each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xivxvi) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Preferred the Common Shares and its 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 to such Buyer (i) each of the Transaction Documents to which it is a party and (ii) the Company shall have duly executed and delivered to Common Shares (allocated in such amounts as such Buyer (A) such aggregate number of Preferred Shares as set forth on the signature page of shall request), being purchased by such Buyer attached heretoat the Closing pursuant to this Agreement, and (Biii) the related Warrants initially exercisable for (allocated in such aggregate number of Warrant Shares amounts as is set forth on the signature page of such Buyer attached hereto, in each case, as shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of ▇▇▇▇▇ ▇▇▇▇ LLP, the Company’s counsel, dated as of the Closing Date, in substantially the form of Exhibit C attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit B attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iiiiv) The Company shall have delivered to such Buyer a certificate (or a fax or pdf copy of such certificate) evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) or a bring-down certificate from Corporation Service Company (or similar service company) of such jurisdiction of formation jurisdiction, as of a datedate within 10 days of the Closing Date. (ivv) The Company shall have delivered to such Buyer a certificate (or a fax or pdf copy of such certificate) evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) or a bring-down certificate from Corporation Service Company (or similar service company) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a datedate within 10 days of the Closing Date. (vvi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of StateState of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date. (vivii) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b3(b) as adopted by the Company’s board Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the CompanyBylaws, each as in effect at the Closing., in the form attached hereto as Exhibit D. (viiviii) Each The representations and every representation and warranty 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 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 specific date and representations and warranties qualified by materiality, which shall be true and correct in all respectsspecified 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 acceptable attached hereto as Exhibit E. (ix) The Company shall have delivered to such BuyerBuyer 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. (viiix) The Common Stock (AI) shall be designated for quotation or listed (as applicable) on the Principal Market and (BII) except as set forth in the SEC Documents, 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. (ixxi) 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. (x) 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. (xi) 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. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have obtained approval of delivered to such Buyer the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares Prospectus and the Warrant SharesProspectus Supplement as required thereunder. (xiii) Such Buyer Contemporaneously with the Closing, the Company shall have received a letter on consummated the letterhead transactions contemplated by the Securities Purchase Agreement (the “Ramius Securities Purchase Agreement”) dated as of the date hereof by and among the Company, duly executed by the Chief Executive Officer of the CompanyRCG PB, setting forth the wire amounts of each Buyer and the wire transfer instructions of Ltd. And Ramius Enterprise Master Fund Ltd, which shall result in the Company (the “Flow receiving an aggregate of Funds Letter”)$10 million pursuant to such agreement. (xiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.