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

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Membership Interests (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C hereto. (c) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing Date. (d) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D. (e) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all 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. (f) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Preferred Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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: (ai) The Company shall have duly executed and delivered to such the Buyer (i) each of the Transaction Documents and the stock certificates representing the Preferred Shares (ii) the Membership Interests (allocated in such amounts numbers as such Buyer shall requestrequest in writing at least two (2) and Business Days prior to the related Warrants (in such amounts as such Buyer shall requestClosing Date) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C hereto.Reserved (ciii) Reserved (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing certified copy of the Company in the State Certificate of Delaware issued Incorporation as certified by the Secretary of State of the State of Delaware within ninety (or comparable office) of such jurisdiction as of a date within ten (1090) days of the Closing Date. (dv) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board board of Directors relating directors in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.C. (evi) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit D. (vii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (fviii) The Certificate of Designations in the form attached hereto as Exhibit A shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended. (ix) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (x) Reserved (xi) The Company shall provide an officer’s certificate evidencing that the acquisitions referred to in Section 7(x) have closed in escrow and upon the Buyers delivering $575,000 to the Company and authorizing the Company by email or otherwise to release all signature pages to those Agreements and related transactions and also releasing the signature pages of the Buyers and the Company to this Agreement and the signature pages of the Company to the Warrants purchased under this Agreement, each of the acquisitions and this Agreement shall be deemed closed.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the 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: (ai) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents and (iiB) the Membership Interests Notes (in such principal amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) ), being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received (a) the opinion of Ellenoff Xxxxxxxx & Schole Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, in substantially the form of Exhibit D-1 attached hereto and (b) the opinion of and Xxxxxx Xxxxxxxx, Esq., the Company’s general counsel, dated as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) Closing Date, in substantially in the form of Exhibit D-2 attached as Exhibit C hereto. (ciii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit G 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 Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within 10 days of the 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, as of a date within 10 days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State (or comparable office of Delaware within ten (10) days of the Closing Date. (dvii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.E. (eviii) 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 are shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F. (ix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (fx) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Notes, Purchased Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed and delivered to such Buyer (iA) each of the Transaction Documents and (iiB) the Membership Interests Notes (in such principal amounts as such Buyer shall have requested prior to the Closing), the Purchased Shares and the related Warrants (each in such amounts as such Buyer shall request) and have requested prior to the related Warrants (in such amounts as such Buyer shall requestClosing) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Ropes & Schole Xxxx LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as in form, scope and substance reasonably satisfactory to the due authorization such Buyer and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit F attached as Exhibit C hereto. (c) The Company shall have delivered to such Buyer a certificate evidencing the formation incorporation and good standing of the Company in the State of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction the State of Delaware as of a date within ten (10) 10 days of the Closing Date. (d) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State of Washington as of a date within 10 days of the Closing Date. (e) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within 10 days of the Closing Date. (f) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (g) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating or a committee thereof in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.G. (eh) 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 are shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing in the form attached hereto as Exhibit H. (i) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and the Warrants. (fj) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Company Common Stock outstanding as of a date within ten days of the Closing Date. (k) The Company Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended 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 either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (l) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Preferred Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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: (ai) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and the stock certificates representing the Preferred Shares (ii) the Membership Interests (allocated in such amounts numbers as such Buyer shall requestrequest in writing at least two (2) and Business Days prior to the related Warrants (in such amounts as such Buyer shall requestClosing Date) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C hereto. (cii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries, excluding Truli Media Corp., in the State each such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable officeequivalent) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (diii) 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 Closing Date. (iv) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board board of Directors relating directors in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D. (evi) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief 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 attached hereto as Exhibit E. (vii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (fviii) The Certificate of Designations in the form attached hereto as Exhibit A shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended. (ix) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants at the Closing is subject to the satisfaction, at or before the applicable 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: (a) The Company shall have executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Membership Interests (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C hereto. (c) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing Date. (d) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D. (e) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all 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. (f) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants its Common Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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: (ai) The Company shall have duly executed and delivered to such Buyer (i) each of this Agreement and the Transaction Documents Company shall have duly executed and (ii) the Membership Interests (in such amounts as delivered to such Buyer shall request) and such aggregate number of Common Shares set forth on the related Warrants (in such amounts as signature page hereto for such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”), dated be true and correct in all respects as of the date hereof and as of such Closing Date, Date as though made at and as of such Closing Date (except to the due authorization extent such representations and valid issuance warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C hereto. (c) The Company shall have delivered to such Buyer a certificate evidencing the formation representations and good standing of warranties made by the Company in the State of Delaware issued this Agreement that are not qualified by the Secretary of State (materiality or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing Date. (d) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D. (e) The representations and warranties of the Company Material Adverse Effect 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 true and correct in all respects) as of the date when made hereof and as of the such Closing Date as though made at that time and as of such Closing Date (except for to the extent such representations and warranties that expressly speak as of a specific date an earlier date, which shall be true and correct in all material respects as of such specified date). (iii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), 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. (iv) The Company shall have performedobtained all governmental, satisfied regulatory or third party consents and complied in all respects with approvals, if any, necessary for the covenantssale of the Securities, agreements and conditions including without limitation, those required by the Transaction Documents Principal Market, if any. (v) 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 this Agreement. (vi) 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. (vii) From the date hereof to be performedthe Closing Date, satisfied or complied with (i) trading in the Common Stock shall not have been suspended by the Company 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 or 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. (f) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants its Units at the Initial Closing and Subsequent Closing, as the case may be, is subject to the satisfaction, at or before the applicable 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: (ai) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and to which it is a party. (ii) the Membership Interests The Company shall have delivered to each Buyer: (a) a certificate registered in such amounts as Buyer’s name representing the number of Ordinary Shares that such Buyer shall requestis purchasing; and (b) and a Warrant to purchase a number of Warrant Shares equal to the related Warrants (in such amounts as such Buyer shall request) number of Ordinary Shares being purchased by such Buyer at the Closing pursuant to this AgreementBuyer. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C hereto. (ciii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing copy of the Company Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in the State of Delaware issued writing by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing DateCompany’s transfer agent. (div) The Company shall have delivered to the Buyer evidence that the Company has filed an amendment to its articles of association in the form attached as Schedule 3(p)(ii) hereto and that such amendment is effective and in full force and effect. (v) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (iA) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board board of Directors relating to directors, and (B) the transactions contemplated hereby Articles of Association of the Company as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.. (evi) The representations Company shall have delivered to such Buyer copies of the Lock Up Agreements as required by Section 4(q). (vii) Each and warranties every representation and warranty of the Company shall be true and correct in all material respects (except for those to the extent that any of such representations and warranties that are already qualified by as to materiality or Material Adverse Effectin Section 3 above, in which are case, such representations and warranties shall be true and correct in all respectsrespects without further qualification) 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 specified specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect. (fviii) The Company shall have delivered obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (ix) 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. (x) No action, suit or proceeding shall have been commenced by any Person against any party hereto seeking to such Buyer such restrain or delay the purchase and sale of the Units or the other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably requestany of the other Transaction Documents. (xi) Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in a Material Adverse Effect.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants Shares that such Buyer is purchasing at the Closing is subject to the satisfaction, at or before the Closing DateClosing, of each of the following conditions, provided that these conditions are for each 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: (ai) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents Documents, and (iiB) the Membership Interests (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) Shares being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C hereto. (cii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing evidence of the Company in filing and acceptance of the State Certificate of Delaware issued by Designation from the Nevada Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing DateState. (diii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing DateClosing, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement Articles of Incorporation and (iii) the Certificate of FormationBylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.B. (eiv) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing DateClosing. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit C. (v) The Common Stock (I) shall be designated for quotation on the Principal Market and (II) shall not have been suspended, as of the Closing, 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, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (fvi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Shares and the consummation of the transactions contemplated hereby. (vii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (viii) The Company shall have received the Dye SPA Waiver. (ix) The Company shall have raised or otherwise secured a minimum of $72 million of capital from any combination of the sale of shares of Preferred Stock and proceeds to be disbursed to the Company from a loan under a credit facility evidenced by a commitment to lend (provided that such commitment may be subject to conditions to draw on the credit facility and may be funded in tranches; exclusive of original issue discount on the loan). (x) All of the conditions precedent to the obligations of the parties to the Proposed Transaction to consummate the Proposed Transaction shall have been satisfied or waived, such that the Proposed Transaction shall close upon the funding pursuant to this Agreement and the Transaction Documents.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants Shares 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: (a) The Parent and the Company shall have executed and delivered to such Buyer (iA) each of the Transaction Documents and (iiB) the Membership Interests (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) Shares being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such At or before the Initial Closing Date, such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Gxxxxxxx & Schole LLP, outside counsel to Parent and the Company’s outside counsel (“Company Counsel”), dated as of the Initial Closing Date, as in form and substance satisfactory to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretosuch Buyer. (c) The Company shall have delivered to such Buyer a certificate copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (d) At or before the Initial Closing Date, Parent and the Company shall have delivered to such Buyer certificates evidencing the formation and good standing of Parent, the Company and each of its Subsidiaries in the State such entity's jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within 10 days of the Initial Closing Date. (e) At or before the Initial Closing Date, Parent and the Company shall have delivered to such Buyer certificates evidencing the 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, as the case may be, conducts business, as of a date within 10 days of the Initial Closing Date. (f) 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 as certified by the Secretary of State of the State of Delaware within ten (10) days of the Initial Closing Date. (dg) The At or before the Initial Closing Date, Parent and the Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of each of Parent and the Company and dated as of the Initial Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the CompanyParent’s Board of Directors relating and the Company's Board of Directors in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationCharter Documents, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Initial Closing, in such form as is reasonably acceptable to the form attached hereto as Exhibit D.Buyers. (eh) The representations and warranties of Parent and 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 true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and each of Parent and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by Parent or the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, 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 form as is reasonably acceptable to the Buyers. (fi) The At or before the Initial Closing Date, the Company shall have delivered to such Buyer such other documents relating to a letter from the transactions contemplated 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 (I) shall be designated for quotation or listing on the Principal Market and (II) shall not have been suspended, as of the Initial Closing Date, by this Agreement 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 such Buyer of the Initial Closing Date, either (A) in writing by the SEC or its counsel may reasonably requestthe Principal Market or (B) by falling below the minimum listing or quotation maintenance requirements of the Principal Market. (k) 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 Shares, including, without limitation, any approvals or notifications required by the Principal Market. (l) The Principal Market shall have authorized the listing or 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 received from the Principal Market by Parent or the Company.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Membership Interests its Note and the 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 Partnership with prior written notice thereof: (ai) The Company Partnership shall have duly executed and delivered to such Buyer each of the Transaction Documents party and the Partnership shall have duly executed and delivered to such Buyer (iA) each such aggregate number of Series A Preferred Units as set forth across from such Buyer’s name in column (3) of the Transaction Documents Schedule of Buyers, and (iiB) Warrants initially exercisable for such aggregate number of Warrant Units as is set forth across from such Buyer’s name in column (4) of the Membership Interests (Schedule of Buyers, in such amounts each case, as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Xxxxxx & Schole Xxxxxxx LLP, the CompanyPartnership’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as in a form reasonably acceptable to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretoBuyer. (ciii) The Company Partnership shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State of Delaware Partnership issued by the Secretary of State (or comparable office) of such jurisdiction Delaware as of a date within ten (10) days of the Closing Date. (div) The Company Partnership shall have delivered to such Buyer a certificate, in the form reasonably acceptable to such Buyer, executed by a Managing Partner the Secretary of the Company Partnership and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board board of Directors relating to directors of the transactions contemplated hereby as in effect at general partner of the Closing, Partnership and (ii) the Operating Limited Partnership Agreement and the Certificate of FormationLP Amendment, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.Closing. (ev) The representations Each and warranties every representation and warranty of the Company Partnership 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 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 specified specific date) and the Company Partnership shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company Partnership at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Partnership, dated as of the Closing Date, to the foregoing effect in the form reasonably acceptable to such Buyer. (fvi) The Company Partnership shall have delivered to such Buyer a letter from the Partnership’s transfer agent certifying the number of Common Units outstanding on the Closing Date immediately prior to the Closing. (vii) The Common Units (A) shall continue to be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market. (viii) The Partnership shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities and shall have applied to list the Conversion Units and the Warrant Units on the Principal Market. (ix) 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. (x) 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. (xi) The Partnership shall have completed, executed and delivered to such Buyer the FCPA Questionnaire in the form attached hereto as Exhibit D. (xii) The Partnership shall have obtained approval, if required, of the Principal Market to list or designate for quotation (as the case may be) the Conversion Units and the Warrant Units. (xiii) Such Buyer shall have received a letter on the letterhead of the Partnership, duly executed by an executive officer of the general partner of the Partnership, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Partnership (the “Flow of Funds Letter”). (xiv) The Partnership shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) First Closing Date. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants First NOTES at the First Closing is subject to the satisfaction, at or before the First 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 thereofthereof and provided that if the there is any such waiver, the Company covenants and agrees to supply the missing items within 10 days of such First Closing: (ai) The Company shall have executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Membership Interests Note Certificates (in such amounts as such Buyer shall request) and the related Warrants (in such principal amounts as such Buyer shall request) being purchased by such Buyer at the First Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion opinions of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside 's counsel (“Company Counsel”), dated as of the First Closing Date, as in form, scope and substance reasonably satisfactory to the due authorization such Buyer and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit H-1 and Exhibit H-2 attached as Exhibit C hereto. (ciii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit I 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 Buyer a certificate evidencing the formation incorporation and good standing of the Company and each Subsidiary in the State such corporation's state of Delaware incorporation issued by the Secretary of State (or comparable office) of such jurisdiction state of incorporation as of a date within ten (10) 10 days of the First Closing Date. (dv) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Minnesota within 10 days of the First Closing Date. (vi) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the First Closing Date, certifying as to (i) the resolutions described in Section 3 as duly adopted by the Company’s 's Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.J. (evii) 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 are true and correct in all respects) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit K. (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 days of the First Closing Date. (fix) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (A) The Common Stock shall be designated for quotation or listing on the Principal Market, (B) trading in the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, and (C) the Conversion Shares shall be listed upon the Principal Market within 21 days after the First Closing.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company or PubCo with prior written notice thereof: (a) The Company Each of the Company, PubCo and each of their Subsidiaries, to the extent each is a party thereto, shall have executed and delivered to such Buyer (i) each of the Transaction Documents and Documents, (ii) certificates evidencing the Membership Interests (in such amounts as number of Shares being purchased by such Buyer shall requestat the Closing pursuant to this Agreement and (iii) and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) PubCo shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (c) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Bxxxxxxxxx Hxxxx & Schole LLPFxxxxx, P.C. (“BHF”), PubCo’s and the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form of Exhibit F attached as Exhibit C hereto. (cd) 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 the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) 10 days of the Closing Date. (de) 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, as of a date within 10 days of the Closing Date. (f) 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 Designation, as certified by the Secretary of State of the State of Colorado and Delaware, respectively, within 10 days of the Closing Date. (g) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) hereof as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.G. (eh) 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 Effectcorrect, which are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to the other matters set forth in the form attached hereto as Exhibit H. (i) PubCo shall have 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 before giving effect to the transactions contemplated hereby. (fj) 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. (k) Wxxxx Fargo Bank National Association, acting through its Wxxxx Fargo Business Credit operating division, the Company and certain of the Company’s Subsidiaries party to the Credit Facility (as defined in the Notes) shall have entered into amendments to the 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 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 State of Delaware, and the terms of which shall otherwise be satisfactory to Radcliffe in its sole discretion. (m) The Company shall have (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 Indebtedness identified as “Subordinated Indebtedness” on Schedule 3(o) providing for the satisfaction and cancellation of such Indebtedness upon the payment by the Company of the Required Repayments, (ii) satisfied the Company’s obligations under a management bonus pool plan of the Company (the “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 the 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 7-000-000 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 Mxxxx Xxxxxxx XxXxxx 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 Gxxxx Xxxxxxxx) 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 Mxxxx Xxxxxxx XxXxxx 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”). (u) 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 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 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. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants Units at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 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: (ai) The Company shall have executed and delivered to such Buyer (iA) each of the Transaction Documents Documents, and (iiB) the Membership Interests (in such amounts as such Buyer shall request) and the related Warrants Units (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Xxxxxxxxxx & Schole Xxxxx LLP, the Company’s outside counsel (“Company Counsel”)corporate counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form attached as of Exhibit C attached hereto. (ciii) 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 the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing Datejurisdiction. (div) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Nevada. (v) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Chief Executive Officer of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to approve the transactions contemplated hereby as in effect at the Closingby this Agreement, (ii) the Operating Agreement Articles of Incorporation and (iii) the Certificate of FormationBylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.Closing. (evi) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect. (fvii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, except for post-closing securities filings or notifications required to be made under federal or state securities laws. (viii) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or by the other Transaction Documents. (ix) No stop order or suspension of trading shall have been imposed by the Principal Market, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (x) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s '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: (ai) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents and Documents, (iiB) the Membership Interests Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) and the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received (A) the opinion of Ellenoff Xxxxxxxx the New York Office of Xxxxx & Schole XxXxxxxx LLP, the Company’s 's outside counsel (“Company Counsel”)United States counsel, dated as of the Closing Date, in substantially the form of Exhibit H-1 attached hereto, (B) the opinion of Xxxxxx and Calder, the Company's British Virgin Islands outside counsel, dated as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) Closing Date, in substantially in the form of Exhibit H-2 attached hereto, (C) the opinion of the Hong Kong Office of Xxxxx XxXxxxxx LLP, the Company's outside Hong Kong counsel, dated as of the Closing Date, in substantially the form of Exhibit C H-3 attached hereto and (D) the opinion of Tianyin Law Firm, the Company's outside People's Republic of China counsel, dated as of the Closing Date, in substantially the form of Exhibit H-4 attached hereto. (ciii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit G 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 Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in the State such entity's jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) days of the Closing Date. (dv) 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, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Memorandum of Association as certified by the Secretary of State (or comparable office) of the British Virgin Islands within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s 's Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement Memorandum of Association and (iii) the Certificate Articles of FormationAssociation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.I. (eviii) 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 are shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit J. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of Common Shares outstanding as of a date within five days of the Closing Date. (fx) The Security Documents shall have been executed and delivered to such Buyer, and Xx. Xx, in accordance with the terms of the Pledge Agreement, shall have delivered to the Collateral Agent, with a copy to each Buyer, certificates representing the Pledged Shares (as defined in the Pledge Agreement), along with duly executed blank assignment form and/or stock powers for the Pledged Shares in a form reasonably acceptable to the Company (and/or to the Company's transfer agent or counsel, to the extent required or requested by the Company), including a Medallion Guarantee on such assignment form and/or stock powers. (xi) The Common Shares (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Company Securities required to be obtained prior to Closing. (xiii) The Voting Agreement shall have been executed and delivered to such Buyer by the Company and each of the Principal Shareholders. (xiv) The Company shall have delivered to each Buyer a lock-up agreement in the form attached hereto as Exhibit K executed and delivered by each of Xx. Xx and Xx. Xxx (collectively, the "Lock Up Agreements"). (xv) The Company shall have delivered a Put Agreement to each Buyer duly executed and delivered by each of the Company, Xx. Xx, the Collateral Agent and such Buyer. (xvi) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Series A Stock and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s '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: (ai) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Membership Interests (in such amounts as certificates representing the shares of Series A Stock being purchased by such Buyer shall requestat the Closing pursuant to this Agreement, and (iii) and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C hereto. (cii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing copy of the Company in the State of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing Date. (d) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto as Exhibit D.hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (eiii) 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 are shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. (fiv) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (v) The Company shall have delivered obtained all governmental, regulatory or third party consents, approvals, waivers or amendments to such Buyer such other documents relating to agreements or instruments, if any, necessary for the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably requestsale of the Securities.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants its Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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: (a) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Membership Interests (in such amounts as to which such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreementis a party. (b) The Company shall have filed the Certificate of Designation with the Delaware Secretary of State, and such Certificate of Designation shall be effective. (c) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached reasonably acceptable to such Buyer. (d) The Company shall have duly executed and delivered, or caused to be delivered, to such Buyer a certificate evidencing a number of Preferred Shares equal to such Buyer’s Purchase Price divided by $10,000 as set forth across from such Buyer’s name in Schedule 1, registered in the name of such Buyer; (e) The Chief Executive Officer of the Company shall have signed the waiver in substantially the form set forth in Exhibit C D. (f) Each of the directors of the Company set forth on Schedule 7(f) shall have entered into a Director Retirement Agreement in the form set forth on Exhibit E hereto. (cg) Each of the individuals set forth on Schedule 7(g) shall have been nominated and approved by the Company’s board of directors to serve as a director of the board, effective upon the Closing. (h) Each of the individuals listed on Schedule 7(g) shall have received and executed an indemnification agreement with the Company, effective on the Closing. (i) The Company shall have amended its term loan agreement with ACRG Servicing LLC, as administrative agent and collateral agent, in a form reasonably satisfactory to the Buyers. (j) 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 the State each such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten two (102) days of the Closing Date. (dk) The Company shall have delivered to such Buyer a certificate, executed certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by a Managing Partner the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and dated is required to so qualify, as of a date within two (2) days of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.. (el) The representations Company shall have filed a Notification: Listing of Additional Shares with the Principal Market for the Conversion Shares and warranties shall have received no objection thereto from the Principal Market. (m) Each and every representation and warranty of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are 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 specified specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the 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. (fn) 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. (o) Since the date of execution of this Agreement, no event or series of events shall have occurred that would reasonably be expected to have or result in a Material Adverse Effect. (p) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing. (q) 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. (r) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. Upon the satisfaction of the conditions in this Section 7, the Lead Investor or its representative shall promptly deliver a written confirmation (which may be an e-mail) to the Company and the Placement Agent (the “Lead Investor Confirmation”) in connection with the Closing.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Notes and the related Warrants at the each Closing is subject to the satisfaction, at or before the First Closing Dateand the Second Closing, if applicable, 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: (ai) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and the certificates representing the Notes and the Warrants (ii) the Membership Interests (allocated in such amounts numbers as such Buyer shall requestrequest in writing at least two (2) Business Days prior to the First and the related Warrants (in such amounts as such Buyer shall requestSecond Closing, if applicable) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C hereto. (cii) 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 the State each such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable officeequivalent) of such jurisdiction of formation as of a date within ten (10) days of before the Closing DateFirst Closing. (diii) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Nevada within ten (10) days of the First Closing. (iv) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the each Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board board of Directors relating directors in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and Articles of Incorporation, (iii) the Certificate of FormationBylaws, each as in effect at the Closing First Closing, and (iiiiv) an incumbency certificate signed by an officer or officers of the matters set forth in Section 7(e), in Company certifying the form attached hereto as Exhibit D.signature and office of each officer executing this Agreement or any other Transaction Documents. (ev) 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 are true and correct in all respects) as of the date when made and as of the First and the Second Closing Date Date, if applicable as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all 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 First and the Second Closing, if applicable. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the First Closing Dateand the Second Closing, if applicable, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer. (fvi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) The Notes in the form attached hereto as Exhibit A shall have been delivered and shall be in full force and effect, enforceable against the Company in accordance with their terms and shall not have been amended. (viii) The Warrants in the form attached hereto as Exhibit B shall have been delivered and shall be in full force and effect, enforceable against the Company in accordance with their terms and shall not have been amended. (ix) All of the Commitment Shares shall have been delivered to the Buyers at the First Closing. (x) Prior to each Closing, the Company and its transfer agent shall have executed irrevocable instructions regarding the issuance of shares of Common Stock upon the in-kind payment/exercise of the Notes and Warrants, in a form acceptable to Sea Otter. (xi) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (xii) Prior to the Second Closing Date, the Company shall have executed definitive documents, sufficient, in Sea Otter’s sole determination, to effect the closing of the Contemplated Transaction.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants its Convertible Debentures 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: (a) 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 Membership Interests (in such amounts as Company shall have duly executed and delivered to such Buyer shall requestsuch aggregate principal amount of Convertible Debentures as is set forth opposite such Buyer's name in column (b) and of the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at Schedule of Buyers for the Closing pursuant to this AgreementClosing. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole Ortoli Rosenstadt LLP, the Company’s outside counsel (“Company Counsel”)'s counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretoreasonably acceptable to such Buyer. (c) The Company shall have delivered to such Buyer a certificate evidencing the formation incorporation and good standing of the Company in issued by the Registrar for the State of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction Nevada as of a date within ten (10) days of the Closing Date. (d) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company Each and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement every representation and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D. (e) The representations and warranties warranty of the Company shall be true and correct in all material respects (except for those other than representations and warranties that are qualified by materiality or Material Adverse Effectmateriality, which are 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 specified specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date, as set forth in section 3 and 4. (e) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Dates, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (f) 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. (g) 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. (h) Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably be expected to result in a Material Adverse Effect. (i) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, if applicable. (j) Such Buyer shall have received a letter, duly executed by an officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Closing Statement”). (k) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Preferred Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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: (ai) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and the stock certificates representing the Preferred Shares (ii) the Membership Interests (allocated in such amounts numbers as such Buyer shall requestrequest in writing at least two (2) and Business Days prior to the related Warrants (in such amounts as such Buyer shall requestClosing Date) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C hereto. (cii) 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 the State each such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable officeequivalent) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (diii) The Company shall have delivered to such Buyer a certificate evidencing the Company’s good standing issued by the Secretary of State (or comparable office) of the State of Nevada as of a date within ten (10) days of the Closing Date. (iv) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Nevada within ten (10) days of the Closing Date. (v) The Company shall have duly executed the Registration Rights Agreement (the “RRA”) in the form attached hereto as Exhibit C. (vi) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board board of Directors relating directors in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement Articles of Incorporation and (iii) the Certificate of FormationBylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D. (evii) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date) and the ). The Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date, in each case, in all material respects. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit E. (viii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (fix) The Certificate of Designations in the form attached hereto as Exhibit A shall have been filed with the Secretary of State of the State of Nevada and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended. (x) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Membership Interests Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement, and (iii) and the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”)general counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit E attached as Exhibit C hereto. (c) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (d) 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 the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) days of the Closing Date. (de) 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, as of a date within ten (10) days of the Closing Date. (f) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Nevada within ten (10) days of the Closing Date. (g) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.F. (eh) 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 are shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. (i) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (fj) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (k) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (l) In accordance with the terms of the Security Documents, the Company shall have delivered to the Collateral Agent (i) certificates representing the Subsidiaries’ shares of capital stock, along with duly executed blank stock powers and (ii) appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document. (m) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer (i) true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Buyers, shall cover any of the Collateral (as defined in the Security Documents) and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens (as defined in the Security Documents); and (ii) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Buyers. (n) A Voting Agreement, in the form attached hereto as Exhibit I, shall have been executed and delivered to such Buyer by Cxxxxxx X. Xxxxx. (o) A Put Agreement, in the form attached hereto as Exhibit J, shall have been executed and delivered to such Buyer by each of Cxxxxxx X. Xxxxx and Jxxx X. Xxxxxxxxx. (p) The Collateral Agent and each other Buyer shall have duly executed and delivered to such Buyer the Collateral Agency Agreement. (q) The Company shall have delivered to such Buyer an executed copy of that certain promissory note, by and between the Company and Cxxxxxx Xxxxx, in the form attached hereto as Exhibit M (the “Amended and Restated Rxxxx Note”). (r) The Company shall have delivered to such Buyer evidence, satisfactory to the such Buyer that the Purchase and Sale Agreement, dated September 27, 2006, by and between the Company and Catalyst Finance, L.P. shall have been terminated. (s) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Membership Interests its Note and the 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: (ai) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party and (ii) the Membership Interests Company shall have duly executed and delivered to such Buyer a Note (in such amounts original principal amount as is set forth across from such Buyer shall requestBuyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (initially for such aggregate number of shares of Warrant Shares as is set forth across from such Buyer’s name in such amounts as such Buyer shall requestcolumns (4) and (5) of the Schedule of Buyers, respectively) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP__________, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretoreasonably acceptable to such Buyer. (ciii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing copy of the Company Irrevocable Transfer Agent Instructions, in the State of Delaware issued form acceptable to such Buyer, 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 Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing Date. (dv) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (iI) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board board of Directors relating directors in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (iiII) the Operating Agreement and the Certificate of FormationIncorporation of the Company and (III) the Bylaws of the Company, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.Closing. (evi) The representations Each and warranties every representation and warranty of the Company shall be true and correct in all material respects (except for those other than representations and warranties that are already qualified by materiality or Material Adverse Effect, Effect which are 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 specified specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (fvii) The Company shall have delivered to such Buyer such other documents relating 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. (viii) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (x) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xi) Since the date of execution of this Agreement Agreement, no event or series of events shall have occurred that has or reasonably could be expected to have a Material Adverse Effect. (xii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as such the case may be) the Conversion Shares and the Warrant Shares. (xiii) Such Buyer or its counsel may reasonably requestshall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire transfer instructions of the Company.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s '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: (ai) The Company shall have executed and delivered to such Buyer (iA) each of the Transaction Documents and Documents, (iiB) the Membership Interests Notes (in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, and (C) the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion opinions of Ellenoff each of Xxxxxxxxx & Associates, Xxxxxxxxx & Xxxxxxxx & Schole and Xxxxxxxx Xxxxxxx LLP, each the Company’s 's outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit J attached as Exhibit C hereto. (ciii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit I 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 Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in the State such entity's jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within 10 days of the 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 the failure to so qualify would have a Material Adverse Effect, as of a date within 10 days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Oklahoma within ten (10) days of the Closing Date. (dvii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s 's Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at as of the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.K. (eviii) 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 are shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit L. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (fx) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) Subject to obtaining the Stockholder Approval, the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) The Company shall have delivered to the Buyers and the Buyers shall have deemed satisfactory the title search results of that certain parcel of land which the Company will use the proceeds from the sale of the Securities to purchase as described on Schedule 4(d). (xiii) In accordance with the terms of the Security Documents, the Company shall have delivered to the Collateral Agent (i) certificates representing the Subsidiaries' shares of capital stock, and Redrock Oil Sands, Inc.'s shares of capital stock held by the Company (other than the Reserve Shares (as defined in the Pledge Agreement)) along with duly executed blank stock powers and (ii) appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document. (xiv) Within six (6) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer (A) certified copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Buyers, shall cover any of the Collateral (as defined in the Security Documents) and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens (as defined in the Security Documents) other than Permitted Liens (as defined in the Security Documents); and (B) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Buyers. (xv) The Company, Cornell Capital Partners, LP and the Collateral Agent shall have duly executed and delivered the Subordination Agreement in the form attached hereto as Exhibit M (as amended or modified from time to time, the "Subordination Agreement"). (xvi) The Company and Cornell Capital Partners, LP shall have duly executed and delivered the Lock-Up Agreement in the form attached hereto as Exhibit N (as amended or modified from time to time, the "Cornell Lock-Up Agreement"). (xvii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and Documents, (ii) the Membership Interests Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement, and (iii) and the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received (a) the opinion of Ellenoff Xxxxxxxx Xxxxxxx & Schole LLPXxxxxxx, P.C., the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, in substantially the form of Exhibit G-1 attached hereto, (b) the opinion of Campbells, the Company’s outside Cayman counsel, dated as to the due authorization and valid issuance of the Securities Closing Date, in substantially the form of Exhibit G-2 attached hereto and (but which c) the opinion of Kang Da, the Company’s outside China counsel, dated as of the Closing Date, in substantially the form of Exhibit G-3 attached hereto; (iii) The Company shall not include have delivered to such Buyer a “10b-5” opinion) substantially copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached as Exhibit C hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (civ) 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 the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within 10 days of the Closing Date. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State (or equivalent office) of the Cayman Islands within ten (10) days of the Closing Date. (dvi) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, and (ii) the Operating Agreement and the Certificate of FormationOrganizational Documents, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.H. (evii) 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 are shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (viii) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of Ordinary Shares outstanding as of a date within five days of the Closing Date. (fix) The Voting Agreement shall have been executed and delivered to such Buyer by the Company and each of the Shareholders. (x) The Ordinary Shares (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants its Common Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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: (a) 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 (ix) each such aggregate number of Common Shares set forth across from such Buyer’s name in column (3) of the Transaction Documents and (ii) the Membership Interests (in such amounts Schedule of Buyers as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Lxxx & Schole Loeb LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretoacceptable 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. (d) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction Delaware as of a date within ten (10) days of the Closing Date. (de) 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 Closing Date. (f) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board board of Directors relating directors in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.Closing. (eg) The representations Each and warranties every representation and warranty of the Company shall be true and correct in all material respects (except for those such representations and warranties that are qualified by materiality or Material Adverse Effectmaterial adverse effect, which are 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 specified specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the 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. (fh) 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) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (j) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, the approval of the Principal Market to list or designate for quotation (as the case may be) the Common Shares, if any. (k) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (l) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (m) 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”). (n) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing (o) 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. (p) The Company shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Initial Notes and the related Initial Warrants at the Closing or to purchase the Additional Notes and the related Additional Warrants on the Buyers' Option Purchase Date, as applicable, is subject to the satisfaction, at or before the Closing Date or the Buyers' Option Purchase Date, as applicable, 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: (a) The Company and the Guarantors (as applicable) shall have executed and delivered to such Buyer (i) each of the Transaction Documents Documents, and (ii) the Membership Interests (in such amounts as such Buyer shall request) Initial Notes and the related Initial Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreementand the Additional Notes and the related Additional Warrants being purchased by such Buyer on the Buyers' Option Purchase Date, as applicable. (b) Such Buyer shall have received the opinion opinions of Ellenoff (i) Xxxxxxxx & Schole Xxxxx LLP, special counsel for the Company and the Guarantors, in substantially the form of Exhibit I-1 attached hereto and (ii) Xxxxx Xxxxxx Xxxxxxxx LLP, the Company’s outside general corporate counsel (“for the Company Counsel”)and the Guarantors, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit I-2 attached as Exhibit C hereto. (c) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Domestic Restricted Subsidiaries in the State such entity's jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) days of the Closing Date or the Buyers' Option Purchase Date, as applicable. (d) The Company shall have delivered to such Buyer a certificate evidencing the Company's qualification as a foreign or extra-provincial corporation and good standing issued by the Secretaries of State (or comparable office) of each of the jurisdictions listed on Schedule 7(d) as of a date within twenty (20) days of the Closing Date or the Buyers' Option Purchase Date, as applicable. (e) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date or the Buyers' Option Purchase Date, certifying as applicable, as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s 's Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) or the matters set forth in Section 7(e)Buyers' Option Purchase Date, as applicable, in the form attached hereto as Exhibit D.J. (ef) The representations and warranties of the Company and the Guarantors (as applicable) 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 true and correct in all respects) as of the date when made and as of the Closing Date or Buyers' Option Purchase Date, as applicable, 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 and the Guarantors (as applicable) shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company and the Guarantors (as applicable) at or prior to the Closing Date or Buyers' Option Purchase Date, as applicable. Such Buyer shall have received a certificate, executed by an authorized officer of the Company and each Guarantor, dated as of the Closing Date or Buyers' Option Purchase Date, as applicable, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit K. Notwithstanding the foregoing, at any Subsequent Closing or at any closing of a sale of Additional Notes, the Company may deliver updated disclosure schedules to reflect any updates or developments that occurred after the initial Closing ("UPDATED SCHEDULES") and such Updated Schedules shall be deemed to update the disclosure schedules solely with respect to any Subsequent Closing or closing of a sale of any Additional Notes. The Updated Schedules shall be deemed to qualify the representations and warranties made as of the Buyers' Option Purchase Date and any certification as to their accuracy and completeness shall be subject to such qualification. Notwithstanding the foregoing, nothing contained in the Updated Schedules shall be deemed to cure any breach of the representations and warranties made herein with respect to the initial or any prior closing. (fg) The Collateral Agent shall have accepted for deposit the Initial Collateral Funds or the Additional Collateral Funds, as applicable. (h) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities and consummation of all other transactions contemplated hereby. (i) In accordance with the terms of the Security Documents, the Company shall have: (1) filed such financing statements and other documents in such offices as the Collateral Agent (as defined in the Security Agreement) may request to perfect the security interests granted by the Security Agreement (it being understood that in no event shall financing statements be filed against fixtures in the local jurisdictions of their location); (2) delivered to the Collateral Agent all certificates evidencing any of the Pledged Stock (as defined in the Pledge Agreement), accompanied by undated stock or other powers duly executed in blank; (3) caused each Share Issuer (as defined in the Pledge Agreement) (other than a Share Issuer the ownership interests in which are evidenced by certificates) to agree that it will comply with instructions regarding perfection and recordation originated by the Collateral Agent; (4) execute, deliver and record such short form security agreements relating to Collateral (as defined in the Security Agreement) consisting of the Trademark Collateral (as defined in the Security Agreement) as the Collateral Agent may reasonably request; and (5) The Company shall have delivered to the Collateral Agent such other documents and certificates as the Collateral Agent may reasonably require. (j) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (k) In the case of the Closing, the Company shall have simultaneously sold to each Buyer the Initial Notes, the related Guarantees and the Initial Warrants to be purchased by such Buyer hereunder at the Closing and shall have received payment in full for such Initial Notes, Guarantees and Initial Warrants. (l) The Company shall have obtained all consents, authorizations, approvals, orders, licenses, permits and qualifications from, or secured exemptions therefrom, and made all necessary filings, declarations and registrations with, any Governmental Authority (including any required consents from the FCC) or any other Person (if any) required to be obtained or made by or with respect to the Company in connection with the offer and sale of the Securities, the execution and delivery of each of the Transaction Documents or the consummation of the transactions contemplated hereby and thereby. (m) No action or proceeding by or before any Governmental Authority shall be pending or threatened challenging or seeking to restrain or prohibit the transactions contemplated by the Transaction Documents. No Legal Requirement preventing the transactions contemplated by the Transaction Documents shall be in effect. (n) The Company shall have delivered an incumbency certificate dated the Closing Date or the Buyers' Option Purchase Date, as applicable, for the officers of the Company or any Guarantor executing any of the Transaction Documents and any documents delivered in connection with the Transaction Documents and the Closing or the closing of the purchase on the Buyers' Option Purchase Date, as applicable. (o) A minimum of $255,000,000 of Initial Notes shall have been sold at Closing. (p) The rights enumerated in Section 8(a) of the Warrants shall survive as if included in this Agreement until the first anniversary of a Qualified IPO regardless of whether any Warrant is exercised in whole or in part prior to such date.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants Units at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) a. The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Membership Interests Common Shares (allocated in such amounts number as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement, and (iii) and the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) b. Such Buyer shall have received the opinion of Ellenoff Sichenzia Xxxx Xxxxxxxx & Schole Xxxxxxx LLP, the Company’s 's outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as in substantially the form of Exhibit E attached hereto. c. The Company shall have delivered to the due authorization and valid issuance such Buyer a copy of the Securities (but which shall not include a “10b-5” opinion) substantially Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached as Exhibit C hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (c) d. The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries (including OpCo) in the State such entity's jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within 10 days of the Closing Date. e. The Company shall have delivered to such Buyer a certificate evidencing the Company's and OpCo'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 OpCo conducts business, as of a date within 10 days of the Closing Date. f. The Company shall have delivered to such Buyer a certified copy of (i) the Certificate of Incorporation as certified by the Secretary of State of the State of Nevada within ten (10) days of the Closing Date and (ii) the certificate of incorporation of OpCo as certified by the Secretary of State of the State of Texas within ten (10) days of the Closing Date. (d) g. The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s 's Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.F. (e) h. 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 are shall be true and correct in all respects) as of the date when made and as of the Closing Date (after giving effect to the transactions contemplated hereby to occur at the Closing, including without limitation, the Share Exchange) as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. i. The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. j. The Common Stock (fI) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market, if any. k. The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. l. Each of Xxxx Xxxxxxx, Xxxxxxx Xxxxxxxxxxx, Xxxx Sudderith, Xxxxx Xxxx and Xxxx Xxxxxxx shall have entered into a Lock-Up Agreement in the form attached hereto as Exhibit H (the "Lock-Up Agreements"). m. Contemporaneously with the Closing, the transactions contemplated by the Share Exchange Agreement shall have been consummated and none of the conditions to closing contained in the Share Exchange Agreement shall have been waived or amended unless the Buyers holding at least a majority of the number of Registrable Securities issued and issuable hereunder shall have approved such waiver or amendment. n. Buyers shall have purchased Units representing not less than $10 million and not more than $20 million of the aggregate Purchase Price. o. 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 OpCo, financial or otherwise, that has had, or would be expected to have, a Material Adverse Effect on the Company's or OpCo’s general affairs, management, financial condition, shareholders’ equity or results of operations. p. The financing documents securing a senior debt facility reasonably satisfactory to the Buyers and attached hereto as Exhibit I shall have been executed by Pegasi Energy Resources Corporation and the other parties thereto. q. The Company shall have delivered to such Buyer such other 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. The obligation of each Buyer hereunder to purchase the Membership Interests Preferred Shares, the Notes and the related Warrants from the Company at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived only by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) a. The Company shall have executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party and (ii) delivered the Membership Interests (in same to such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this AgreementBuyer. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C hereto. (c) b. The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing copy of the Company in the State Certificate of Delaware issued Designations, certified by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing DateState of Delaware. (d) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D. (e) c. The representations and warranties of the Company and the Subsidiaries shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct in all material respects as of such specified date) and the Company and the Subsidiaries shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company and the Subsidiaries at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Xxxxx. d. Such Buyer shall have received (fA) the opinion of Xxxxx & Xxxxxxxxx LLP, dated as of the Closing Date, which opinion will address, among other things, laws of the State of Delaware and federal law applicable to the transactions contemplated hereby, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit E attached hereto, and (B) the opinion of Xsensus, LLP, dated as of the Closing Date, with respect to matters regarding certain intellectual property of the Company and its Subsidiaries, in form, scope and substance reasonably satisfactory to Buyer, in each case subject to customary assumptions and carve-outs. e. The Company shall have executed and delivered to such Buyer the Preferred Stock Certificates, the Notes and the Warrants (in such denominations as such Buyer shall request) for the Preferred Shares, Notes and the Warrants being purchased by such Buyer at the Closing. f. The Company Board shall have adopted, and not rescinded or otherwise amended or modified, resolutions in a form reasonably acceptable to such Buyer (the “Resolutions”). g. As of the Closing Date, the Company shall have reserved out of its authorized and unissued Class A Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, conversion of the Note Conversion Shares and the exercise of the Warrants, at least 26,791,105 shares of Class A Common Stock (such number to be adjusted for any stock splits, stock dividends, stock combinations or other similar transactions involving the Class A Common Stock that are effective at any time after the date of this Agreement). h. The Irrevocable Transfer Agent Instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent, and the Company shall have delivered a copy thereof to such Buyer. i. None of the Company Board or the board of directors, board of managers or other governing body of the Subsidiaries shall have authorized or approved, or taken any action to authorize or approve, and none of the Company or any of the Subsidiaries shall have consummated (or entered into any agreement or arrangement with respect to) (i) any transaction to pay, repay, redeem or refinance any indebtedness of the Company or any of the Subsidiaries, other than the payment of trade payables in the ordinary course of business, consistent with past practices, or (ii) any financing transaction (whether through the issuance of equity or debt securities or otherwise), in each case (A) to occur at any time on or after the date of this Agreement, or (B) that has not been previously publicly disclosed. j. The Company shall have delivered to such Buyer a certificate evidencing the incorporation or organization and good standing of the Company and each domestic Subsidiary in such entity’s state or other jurisdiction of incorporation or organization issued by the Secretary of State (or other applicable authority) of such state or jurisdiction of incorporation or organization as of a date within five (5) Business Days of the Closing Date. k. The Company shall have delivered to such Buyer a secretary’s certificate, dated as of the Closing Date, certifying as to (A) the Resolutions, (B) the Certificate of Incorporation, certified as of a date within five (5) Business Days of the Closing Date, by the Secretary of State of the State of Delaware, and (C) the Bylaws. l. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Securities pursuant to this Agreement in compliance with such laws. m. 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 two (2) Business Days of the Closing Date. n. During the period beginning on the date of this Agreement and ending immediately prior to the Closing, there shall not have been any stock dividend, stock split, stock combination, recapitalization or other similar transaction with respect to any capital stock of the Company, including the Common Stock. o. Each stockholder of the Company listed on Schedule 7.o shall have delivered a Voting Agreement, in a form reasonably satisfactory to the Lead Investor, agreeing to vote all Common Stock held by such stockholder in favor of the Stockholder Resolutions at the Stockholder Meeting. p. The Company and the Subsidiaries shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (iA) each of the Transaction Documents and Documents, (iiB) the Membership Interests Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) and the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer The Company shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”), dated as delivered to such Buyer a copy of the Closing Date, as to the due authorization Subordination and valid issuance Standstill Agreement with certain creditors of the Securities Company for borrowed money (but which relating to forbearance of principal and interest payments until the Notes shall not include have been paid in full) in a “10b-5” opinion) substantially in the form attached as Exhibit C heretoreasonably acceptable to such Buyer. (ciii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) days of the Closing Date. (div) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company written consent or certified resolutions consistent with Section 3(b) and dated Section 3(g) as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.such Buyer. (ev) The representations and warranties of the Company shall be true and correct as of the date when made and in all material respects (except for those representations such representation and warranties that are qualified by materiality material or Material Adverse Effect, which are shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer and Chief Financial Offer 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. (fvi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or other governmental entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (viii) 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 transfer instructions of the Company. (ix) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants its Convertible Debentures 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: (a) 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 Membership Interests (in such amounts as Company shall have duly executed and delivered to such Buyer shall request) and a Convertible Debenture with a principal amount corresponding to the related Warrants (in Subscription Amount set forth opposite such amounts Buyer’s name on Schedule of Buyers attached as such Buyer shall request) being purchased by such Buyer at Schedule I for the Closing pursuant to this AgreementClosing. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, counsel to the Company’s outside counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretoreasonably acceptable to such Buyer. (c) The Company shall have delivered to each Buyer copies of its and each Subsidiaries certified copies of its charter, as well as any shareholder or operating agreements by or among the shareholders or members of any of the Company’s Subsidiaries. (d) The Company shall have delivered to such Buyer a certificate evidencing the formation incorporation and good standing of the Company in the State of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing Date. (d) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D. (e) The representations Each and warranties every representation and warranty of the Company shall be true and correct in all material respects (except for those other than representations and warranties that are qualified by materiality or Material Adverse Effectmateriality, which are 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 specified specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions set forth in each Transaction Document required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. (f) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as set forth on Schedule 7(f) of the Disclosure Schedules, 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. (g) 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. (h) 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. (i) Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably be expected to result in a Material Adverse Effect, or an Event of Default (as defined in the Convertible Debentures). (j) The Company shall have filed a listing of additional shares notification form with the Nasdaq for listing of the maximum number of Conversion Shares issuable pursuant to the Convertible Debentures to be issued at the Closing. (k) Such Buyer shall have received the Closing Statement. (l) (i) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and (ii) at any time from the date hereof 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. (m) The board of directors of the Company has approved the transactions contemplated by the Transaction Documents; said approval has not been amended, rescinded or materially modified and remains in full force and effect as of the Closing, and a true, correct and complete copy of such resolutions duly adopted by the board of directors of the Company shall have been provided to the Buyers. (n) The Company shall have delivered to the Buyer a compliance certificate executed by an executive officer of the Company certifying that Company has complied with all of the conditions precedent to the Closing set forth herein and which may be relied upon by the Buyer as evidence of satisfaction of such conditions without any obligation to independently verify. (o) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (p) The Buyer and the Company shall have entered into the Registration Rights Agreement.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests its Preferred Shares and the 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: (a) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party and the Company shall have duly delivered to such Buyer (A) the Buyer Shares Purchase Amount, and (iiB) a Warrant initially exercisable for such aggregate number of Warrant Shares as is set forth on the Membership Interests (executed signature page of such Buyer, in such amounts each case, as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole Xxxxxx and Xxxxx, LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as addressed to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially each Buyer, in the form attached as Exhibit C heretoacceptable to such Buyer. (c) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (d) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State its jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (de) 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 Closing Date. (f) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board board of Directors relating directors in a form reasonably acceptable to such Buyer, (ii) the transactions contemplated hereby Certificate of Incorporation of the Company and (iii) the Bylaws of the Company as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.. (eg) The representations Each and warranties every representation and warranty of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are 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 specified specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, to the foregoing effect. (fh) 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) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (j) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (k) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (l) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect, provided, however, that the definition of “Material Adverse Effect” for the purpose of this clause (xiv), will not include any change or effect that results from (A) changes in law or interpretations thereof, or regulatory policy or interpretation, by any Governmental Entity so long as such change does not have a disproportionate effect on the Company, (B) changes in applicable accounting rules or principles, including changes in GAAP, so long as such change does not have a disproportionate effect on the Company, (C) changes in general economic conditions, and events or conditions generally affecting the industries in which the Company operates, so long as such change does not have a disproportionate effect on the Company, or (D) national or international hostilities, acts of terror or acts of war. (m) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Dividend Shares and the Warrant Shares. (n) Such Buyer shall have received the wire transfer instructions of the Company. (o) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (p) The Company shall have duly executed and delivered to such Buyer each Voting Agreement, by and between the Company and each of the stockholders, directors and officers listed on Schedule 7(p) attached hereto (the “Stockholders”) and each of the Stockholders shall have duly executed and delivered to such Buyer such Voting Agreements.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have duly executed and delivered to such Buyer (ix) each of the Transaction Documents and Note (ii) the Membership Interests (allocated in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, and (y) the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (b) the Guarantor shall have duly executed and delivered to such Buyer the Guaranty, and (c) each Issuer Party shall have duly executed and delivered to such Buyer each of the other Transaction Documents to which such Issuer Party is a party and such other certificates or instruments required to be delivered by it pursuant to the Transaction Documents. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Siegel, Lipman, Xxxxx, Xxxxxxx & Schole Xxxxxx, LLP, counsel to the Company’s outside counsel (“Company Counsel”)Issuer Parties, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit E attached as Exhibit C hereto. (ciii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D 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 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 the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) 10 days of the Closing Date. (dv) The Company Issuer Parties shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Nevada and a copy of the Guarantor Charter as certified by the Secretary of State of the State of Florida (or, in each case, a fax or pdf copy of such certificate). (vi) The Issuers shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of each of the Company Issuer Parties and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by each of the Company’s Board Issuer Parties’ board of Directors relating directors in a form reasonably acceptable to such Buyer, (ii) the transactions contemplated hereby Certificate of Incorporation, (iii) the Bylaws, (iv) the Guarantor Charter and (v) the Guarantor Bylaws, each as in effect at the Closing, (ii) in form and substance reasonably acceptable to the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.Buyers. (evii) The representations and warranties of the Company Issuer Parties 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 shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date 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 Issuer Parties at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer, President or Vice President of each of the Issuer Parties, dated as of the Closing Date, to the foregoing effect, in form and substance reasonably acceptable to the Buyers. (fviii) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (ix) The Issuer Parties shall have delivered to such Buyer the Subordination Agreement executed and delivered by Xxxx Xxxxxxxxx, as subordinated lender, and acknowledged and agreed to by the Issuer Parties. (x) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xi) The Issuer Parties shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s '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: (ai) The Company shall have executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Membership Interests Common Shares (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) The Company shall have executed the Make Good Escrow Agreement together with the Buyers and Xx. Xxxxxxxxx Xxxxx, the Company’s CEO and have delivered the shares thereunder to the Escrow Agent. (iii) The Company shall have executed the Lock-Up Agreement with Xx. Xxxxxxxxx Xxxxx. (iv) Such Buyer shall have received the opinion of Ellenoff Sichenzia Xxxx Xxxxxxxx & Schole Xxxxxxx LLP, the Company’s 's outside counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit G attached as Exhibit C hereto. (cv) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (vi) The Company shall have delivered to such Buyer a certificate evidencing the formation incorporation and good standing of the Company and each of its operating Subsidiaries in such corporation's state of incorporation issued by the Secretary of State of Delaware such state of incorporation as of a date within 10 days of the Closing Date. (vii) 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 such each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) 10 days of the Closing Date. (dviii) The Common Stock (I) shall be quoted on the OTCBB and (II) shall not have been suspended, as of the Closing Date, by the SEC or FINRA from trading on the OTCBB nor shall suspension by the SEC or FINRA have been threatened. (ix) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Nevada within 10 days of the Closing Date. (x) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s 's Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement Articles of Incorporation and (iii) the Certificate of FormationBylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.H. (exi) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (xii) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (fxiii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares and the Warrants. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (xv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants its Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed this Agreement and delivered the same to such Buyer. (ii) The Company shall deliver or cause to be delivered to such Buyer (i) each a copy of the Transaction Documents and irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver via the Depository Trust Company’s Deposit Withdrawal Agent Commission System (iiDWAC) the Membership Interests (in number of Shares as is set forth opposite such amounts as such Buyer shall request) and Buyer’s name on the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.Schedule of Buyers (biii) Such Buyer shall have received the opinion opinions of Ellenoff Xxxxxxxx Xxxxxx & Schole Xxxxxxx LLP and Holland & Xxxx LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to in substantially the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C hereto. (c) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing Date. (d) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form forms attached hereto as Exhibit D.A. (eiv) The representations Each and warranties every representation and warranty of the Company shall be true and correct in all material respects (except for those representations and warranties that which are qualified by materiality or Material Adverse Effectas to materiality, in which are case such representations and warranties 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 specified date) ), and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied in all material respects with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer or the Chief 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. (fv) The Common Stock (I) shall be listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Shares, including without limitation, those required by the Principal Market. (vii) The Company shall have obtained approval of the Principal Market to list the Shares. (viii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (ix) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have a Material Adverse Effect. (A) The Registration Statement shall remain effective at all times up to and including the Closing Date and the issuance of the Shares to the Buyers may be made thereunder; (B) neither the Company nor any of the Buyers shall have received notice that the SEC has issued or intends to issue a stop order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement either, temporarily or permanently, or intends or has threatened to do so; and (C) no other suspension of the use or withdrawal of the effectiveness of the Registration Statement or Prospectus shall exist. (xi) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel Prospectus and Prospectus Supplement (which may reasonably requestbe delivered in accordance with Rule 172 under the 1933 Act).

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants at the Closing is subject to the satisfaction, at or before the applicable 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: (ayy) The Company shall have executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Membership Interests (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bzz) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C D hereto. (caaa) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing Date. (dbbb) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.E. (eccc) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all 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. . (fddd) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer Prencen Lending hereunder to purchase the Membership Interests and the 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 '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: (a) The Company and each Subsidiary, as applicable, shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Membership Interests (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) Notes being purchased acquired by such Buyer at the Closing pursuant to this AgreementAgreement (in such principal amounts as is set forth across from such Buyer's name in column (3) of the Schedule of Buyers), if any. (b) Concurrently with the Closing herewith, (i) the transactions contemplated by the Other Securities Purchase Agreement and (ii) the Acquisition shall be consummated. (c) The Company shall have delivered to Prencen Lending the Acquisition Payoff Amount by wire transfer of immediately available funds pursuant to the wire instructions provided by Prencen Lending. (d) The Company shall have delivered to Schulte Roth & Xxxxl XXX thx Xxxal Expense Amount by wire transfer of immediately available funds pursuant to the wire instructions provided by Schulte Roth & Xxxxl XXX. (e) Such Buyer shall have received the opinion of Ellenoff Kramer Levix Xxxxxxxx & Schole LLP, the Company’s Xxxxxxx XLP xxx Xxxpany's outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of EXHIBIT I attached as Exhibit C hereto. (cf) The Company shall have delivered to such 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. (g) 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 the State each such entity's jurisdiction of Delaware formation issued by the Secretary of State (or comparable officeequivalent) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (dh) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Closing Date. (i) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (ix) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board 's board of Directors relating directors in a form reasonably acceptable to such Buyer, (y) the transactions contemplated hereby Certificate of Incorporation and (z) the Bylaws, each as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.EXHIBIT J. (ej) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except (x) for representations and warranties that shall not be true and correct as of the date when made and/or as of the Closing Date as though made at that time, in each case solely by virtue of the Stockholder Approval not being obtained as of the date when made and/or as of the Closing Date and the amendments to the Certificate of Incorporation of the Company not having been filed with the Secretary of State of Delaware to effectuate the amendments specified in clauses (x) and (y) of Section 4(p)(ii) as of the date when made and/or as of the Closing Date and (y) 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 and each of its Subsidiaries shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company and each of its Subsidiaries at or prior to the Closing Date (except for any breach of any such covenants or agreements solely by virtue of the Stockholder Approval not being obtained at or prior to the Closing Date and the amendments to the Certificate of Incorporation of the Company not having been filed with the Secretary of State of Delaware to effectuate the amendments specified in clauses (x) and (y) of Section 4(p)(ii) at or prior to the Closing Date). Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as EXHIBIT K. (k) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (fl) The Common Stock (i) shall be designated for quotation or listed on the Principal Market and (ii) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the SEC or the Principal Market or (y) by falling below the minimum maintenance requirements of the Principal Market. (m) Other than the Stockholder Approval, the Company shall have obtained all governmental, regulatory and/or third party consents and approvals, if any, necessary for the issuance of the Securities. (n) The Company shall have delivered to such Buyer (i) the Transaction Stockholder Consent executed by holders of a majority of the outstanding voting securities of the Company (the "STOCKHOLDERS") in the form attached hereto as EXHIBIT G and (ii) duly executed voting agreements of the Stockholders, in the form attached hereto as EXHIBIT L (the "VOTING Agreements"), whereby the Stockholders shall agree to vote in favor of the Resolutions and to vote in favor of one Person designated by Prencen to serve on the board of directors of the Company as and to the extent provided in Section 4(q). (o) Watershed shall have executed the Intercreditor Agreement and delivered the same to the Company, Prencen Lending and the agent thereto. (p) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Preferred Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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: (ai) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents (other than the Registration Rights Agreement), (B) the Preferred Shares (in such numbers 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 Closing pursuant to this Agreement and (iiC) the Membership Interests related Warrants (allocated in such amounts as is set forth opposite such Buyer shall requestPurchaser's name in column (4) and of the related Warrants (in such amounts as such Buyer shall requestSchedule of Buyers) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Baker, Donelson, Bearman, Cxxxxxxx & Schole LLPBxxxxxxxx, PC, the Company’s 's outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit F attached as Exhibit C hereto. (ciii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) 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 the State such entity's jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation, as of a date within ten (10) days of the Closing Date. (dv) 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 Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State (or comparable office) of the State of Delaware within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s 's Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.G. (eviii) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit H. (ix) 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. (fx) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Letter of Credit Bank shall have issued a Letter of Credit to such Buyer in the amount set forth opposite such Buyer's name in column (5) of the Schedule of Buyers, each in form and substance satisfactory to the Required Holders. (xii) The Voting Agreements shall have been executed and delivered to such Buyer by the Company and each of the Principal Stockholders. (xiii) The Company shall have delivered to each Buyer a lock-up agreement in the form attached hereto as Exhibit I executed and delivered by each of the Persons listed on Schedule 7(xii) (collectively, the "Lock Up Agreements"). (xiv) The Certificate of Designations in the form attached here to as Exhibit A shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended. (xv) The Company shall have executed and delivered the Registration Rights Agreement to each Buyer whose Purchase Price, as set forth opposite such Buyer's name in column (5) of the Schedule of Buyers, equals or exceeds $350,000. (xvi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xvii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Purchased Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents and Documents, (iiB) the Membership Interests Purchased Shares (allocated in such amounts as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) and the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer and the Placement Agent shall have received the opinion of Ellenoff Meitar | Law Offices, the Company’s outside Israeli counsel and of Xxxxxxxx & Schole Worcester LLP, the Company’s outside counsel (“Company Counsel”)U.S. counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretoreasonably acceptable to such Buyer and the Placement Agent. (ciii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, 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 Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) calendar days of the Closing Date. (d) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D. (e) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all 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. (f) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants its Convertible Debentures at the each Closing is subject to the satisfaction, at or before the such Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have consummated the Business Combination on the terms and conditions set forth in the Business Combination Agreement and there shall have been no amendment, waiver or modification to the Business Combination Agreement that materially and adversely affects the economic benefits that a Buyer would reasonably expect to receive in connection with the transaction, except to the extent consented to in writing by the Buyers. (b) 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 Membership Interests (in such amounts as Company shall have duly executed and delivered to such Buyer shall request) and a Convertible Debenture with a principal amount corresponding to the related Warrants (in Subscription Amount set forth opposite such amounts Buyer’s name on Schedule of Buyers attached as such Buyer shall request) being purchased by such Buyer at Schedule I hereto for the Closing pursuant to this AgreementClosing. (bc) Such Buyer shall have received the opinion customary opinions of Ellenoff Xxxxxxxx & Schole LLP, counsel to the Company’s outside counsel (“Company Counsel”), dated as of the First Closing Date, as in form and substance reasonably satisfactory to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C hereto. (c) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing DateBuyers. (d) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner certificate evidencing the existence and good standing of the Company and dated as of a date within 10 days of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.. (e) The representations Each and warranties every representation and warranty of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are 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 specified specific date), in each case except for such failures to be true and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and as of such Closing Date no Event of Default (as defined in the Convertible Debentures) and the Company shall have performedoccurred and be continuing and no event or condition that upon notice, satisfied lapse of time or both would, unless cured or waived, become an Event of Default (as defined in the Convertible Debentures) shall have occurred and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Datecontinuing. (f) The Common Shares (A) shall be approved for listing on Nasdaq and the TSX and (B) shall not have been suspended, as of each Closing Date, by the SEC, Nasdaq, the TSX or any applicable securities regulatory authority in Canada from trading on Nasdaq or the TSX nor shall suspension by the SEC, Nasdaq, the TSX or any applicable securities regulatory authority in Canada have been threatened, as of each Closing Date, either (I) in writing by the SEC, Nasdaq, the TSX or any applicable securities regulatory authority in Canada or (II) by falling below the minimum maintenance requirements of Nasdaq or the TSX. (g) The Company shall have delivered to such Buyer such other documents relating to obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Convertible Debentures and Warrants, including without limitation, Company shareholder approval and those required by Nasdaq and the TSX. (h) 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. (i) Since the date of execution of this Agreement Agreement, no Material Adverse Effect shall have occurred. (j) The Company shall have filed a listing of additional shares notification form with the Nasdaq for the listing of the maximum number of Common Shares issuable upon (i) conversion of all Convertible Debentures to be issued at the Closing Date (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein) and (ii) exercise of the Warrants to be issued at the Closing Date (assuming for purposes hereof that (x) such Warrants are exercised at the Exercise Price (as defined therein) as of the date of determination, (y) any such exercise shall not take into account any limitations on the exercise of the Warrants set forth therein). (k) Such Buyer or its counsel may reasonably requestshall have received a letter, duly executed by an officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Closing Statement”). (l) Solely with respect to the Second Closing, the Company shall have filed the Registration Statement.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (iA) each of the Transaction Documents and Documents, (iiB) the Membership Interests Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) and the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Fulbright & Schole Jxxxxxxx LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit F attached as Exhibit C hereto. (ciii) The Company shall have delivered to such Buyer a copy of the Transfer Agent Instructions, in the form of Exhibit E 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 Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) days of the Closing Date. (dv) The Company shall have delivered to such Buyer a certificate evidencing the Company’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 and its Subsidiaries conduct business, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its Subsidiaries as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s and each of its Subsidiaries’ Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation 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 Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.G. (eviii) The representations and warranties of the Company shall be true and correct as of the date when made and in all material respects (except for those representations such representation and warranties that are qualified by materiality material or Material Adverse Effect, which are shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit H. (ix) 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. (fx) The Company shall have delivered to each Buyer a lock-up agreement in the form attached hereto as Exhibit I executed and delivered by each of the Persons listed on Schedule 7(x) (collectively, the “Lock Up Agreements”). (xi) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities on the Closing Date. (xiii) Each of the Company’s Subsidiaries shall have executed and delivered to such Buyer the Guarantee Agreement. (xiv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or other governmental entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xv) 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. (xvi) Such Buyer shall have received a letter on the letterhead of the Company, duly executed by an officer of the Company, setting forth the wire transfer instructions of the Company (xvii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company Sonnet with prior written notice thereof: (ai) The Company Sonnet shall have duly executed and delivered to such Buyer (iA) each of the Sonnet Transaction Documents and (iiB) the Membership Interests Common Shares (allocated in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) ), being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Chanticleer shall have duly executed and delivered to such Buyer each of the Chanticleer Transaction Documents. (iii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole Lxxxxxxxxx Xxxxxxx LLP, the CompanySonnet’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached hereto as Exhibit C heretoF-1. (civ) The Company Such Buyer shall have received the opinion of Libertas Law Group, Inc., Chanticleer’s outside counsel, dated as of the Closing Date, in the form attached hereto as Exhibit F-2. (v) Chanticleer shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions in escrow to be released upon the effectiveness of the Merger, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent. (vi) Each of Sonnet and Chanticleer shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company Sonnet and Chanticleer in the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) calendar days of prior to the Closing Date. (dvii) The Company Each of Sonnet and Chanticleer shall have delivered to such Buyer a certificate evidencing its qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of the jurisdiction in which it has its headquarters, as of a date within ten (10) calendar days prior to the Closing Date. (viii) Each of Sonnet and Chanticleer shall have delivered to such Buyer a certified copy of the Sonnet Certificate of Incorporation and the Chanticleer Certificate of Incorporation, respectively, as certified by the Secretary of State (or comparable office) of its jurisdiction of formation within ten (10) calendar days prior to the Closing Date. (ix) Each of Sonnet and Chanticleer shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company its Secretary and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) or Section 4(b), respectively, as duly adopted by the Company’s its Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Sonnet Certificate of FormationIncorporation or the Chanticleer Certificate of Incorporation, respectively, and (iii) the Sonnet Bylaws and Chanticleer Bylaws, respectively, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.G. (ex) The representations and warranties of the Company each of Sonnet and Chanticleer 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 true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company each of Sonnet and Chanticleer shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company it at or prior to the Closing Date. Such Buyer shall have received certificates, executed by the Chief Executive Officer of each of Sonnet and Chanticleer, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit H. (xi) Each of Sonnet and Chanticleer shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit I (collectively, the “Lock-Up Agreements”), executed by any Person that will be subject to Section 16 of the 1934 Act with respect to Chanticleer immediately following the consummation of the Merger. (fxii) Chanticleer shall have delivered to such Buyer a letter from its Transfer Agent certifying the number of shares of Chanticleer Common Stock outstanding as of a date within five (5) calendar days of the Closing Date. (xiii) The Company proposed Merger between Sonnet and Chanticleer shall have been consummated or shall occur immediately following the Closing and the Chanticleer Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements or initial listing requirements of the Principal Market. (xiv) Each of Sonnet and Chanticleer shall have obtained all stockholder, governmental, regulatory or other third party consents and approvals, including, without limitation, approval of the Principal Market, necessary for the completion of the Merger and the sale of the Securities, including, without limitation, in the case of Chanticleer, any and all stockholder approval required by the Principal Market 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. (xv) All conditions precedent to the closing of the Merger contained in the Merger Agreement shall have been satisfied or waived. (xvi) The Form S-4 shall have 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 has not been withdrawn. (xvii) The Securities Escrow Agreement shall have been executed and delivered to such Buyer by the other parties thereto. (xviii) Sonnet shall have issued the Additional Common Shares in escrow in the name of the Escrow Agent in accordance with the terms of the Securities Escrow Agreement. (xix) Such Buyer shall have received Sonnet’s wire instructions on Sonnet’s letterhead duly executed by an authorized executive officer of Sonnet. (xx) Each Buyer shall have delivered to Sonnet a leak-out agreement, in the form attached hereto as Exhibit J, executed by each Buyer. (xxi) Each of Sonnet and Chanticleer shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants applicable Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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: (ai) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Membership Interests Preferred Shares (allocated in such amounts as such the Buyer shall request) and the related Warrants (in such amounts as such Buyer shall reasonably request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Each Buyer shall have received the opinion of Ellenoff Xxxxxxxx Kxxxxxxx & Schole Exxxx LLP, the Company’s outside counsel (“Company Counsel”)U.S. counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached hereto as Exhibit C heretoB-1 and of Mxxxxx and Cxxxxx (Hong Kong) LLP, the Company’s Cayman Islands counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit B-2. (ciii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State Registrar (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) days of prior to the Closing Date. (div) The Company shall have delivered to such Buyer a certified copy of the Articles of Association as certified by the Registrar of the Cayman Islands (or a fax or pdf copy of such certificate) within ten (10) days prior to the Closing Date. (v) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(d) as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to such Buyer and (ii) the transactions contemplated hereby Company’s Articles of Association, each as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), substantially in the form attached hereto as Exhibit D.C. (evi) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer substantially in the form attached hereto as Exhibit D. (vii) (I) The ADSs shall be designated for quotation or listed on the Principal Market, (II) the ADSs shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market, nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market and (III) Nasdaq Listing Rule 5635 shall not be applicable to the transactions contemplated by this Agreement. (fviii) 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 and the Company shall have no knowledge of any fact that would reasonably be expected to cause any Registration Statement to not be effective or the Prospectus contained therein to not be available for the issuance and sale of the Securities. (ix) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (x) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect. (xi) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and duly executed by the Company’s Chief Executive Officer (the “Wire Instructions”). (xii) The resolutions approving the Certificate of Designations shall have been filed with the Registrar and shall be in full force and effect, enforceable against the Company in accordance with their terms and shall not have been amended. (xiii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants its 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: (ai) 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 Membership Interests (Company shall have duly executed and delivered to such Buyer a Note in such amounts original principal amount as is set forth across from such Buyer shall requestBuyer’s name in column (3) of the Schedule of Buyers and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) All Buyers as of the Closing Date (including any Buyer executing a joinder to this Agreement) shall be purchasing Notes with at least $500,000 in aggregate Purchase Price to be paid to the Company hereunder. (iii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxx & Schole LLPXxxxx, P.A., the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretoacceptable to such Buyer. (civ) 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. (v) 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 the State each such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (dvi) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by certificate evidencing the Company’s Board good standing issued by the Secretary of Directors relating to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement and the Certificate State of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D. (e) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak Nevada as of a specific date which shall be true and correct as within ten (10) days of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. (fvii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably requestReserved.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have executed and delivered to such Buyer (iA) each of the Transaction Documents and Documents, (iiB) the Membership Interests Notes (in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, and (C) the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Dxxxxx Sxxxx & Schole Kxxxx LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit G attached as Exhibit C hereto. (ciii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F 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 Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within 10 days of the 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, as of a date within 10 days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Closing Date. (dvii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.H. (eviii) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. (ix) Within five (5) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer (A) certified copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Buyers, shall cover any of the Collateral (as defined in the Security Documents) and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens (as defined in the Security Documents); and (B) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Buyers. (fx) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (xi) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities prior to the closing of any such sale in connection therewith. (xiii) In accordance with the terms of the Security Documents, the Company shall have delivered to the Collateral Agent 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. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants Common Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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: (a) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents and Documents, (iiB) the Membership Interests (Common Shares in such amounts numbers as is set forth across from such Buyer shall request) and Buyer’s name on the related Warrants (in such amounts as such Buyer shall request) Schedule of Buyers being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole Xxxxxx and Xxxxx, LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as in a form reasonably acceptable to the due authorization Buyers and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretotheir counsel. (c) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing copy of the Company Irrevocable Transfer Agent Instructions, in the State form of Delaware issued Exhibit B attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing DateCompany’s transfer agent. (d) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board board of Directors relating directors in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.C. (e) 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 are shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit D. (f) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (fg) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares. (h) The Company shall have obtained the approval of the Principal Market with respect to the consummation of the transactions contemplated by the Transaction Documents and shall have delivered a written copy of such approval to the Buyers or informed the Buyers of such approval orally if the Principal Market is unwilling to give such approval in writing. (i) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (j) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Each of the Company and each of their Subsidiaries, to the extent each is a party thereto, shall have executed and delivered to such Buyer or to the Company’s counsel for delivery to such Buyer (i) each of the Transaction Documents and Documents, (ii) the Membership Interests Notes (in such amounts Principal Amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iii) the related Warrants (in such amounts denominations as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer The Company shall have received delivered to such Buyer a copy of the opinion Transfer Agent Instructions, in the form of Ellenoff Xxxxxxxx & Schole LLPExhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s outside counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretotransfer agent. (c) The Company shall have delivered to such Buyer a copy of a certificate evidencing incorporation, partnership or the formation formation, as applicable, and good standing of the Company Company, and each of the Subsidiaries in the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) the 30 days of prior to the Closing Date. (d) The If applicable, the Company shall have delivered to such Buyer a certificatecertificate evidencing the Company’s and each Subsidiary’s qualification as a foreign entity (or the equivalent) and good standing issued by the Secretary of State of the State (or comparable office) of each jurisdiction in which the Company or such Subsidiary is required to qualify as a foreign entity, each as of a date within 30 days prior to the Closing Date. (e) The Board of Directors shall have adopted resolutions consistent with Section 3(b) above and in a form reasonably acceptable to such Buyer (the “Resolutions”). (f) The Company, and each Subsidiary of the Company shall have delivered to such Buyer a secretary’s certificate in the form attached hereto as Exhibit G, executed by a Managing Partner the secretary (or comparable office) of the Company such Person and dated as of the Closing Date, certifying as to (iA) that the attached resolutions as duly adopted by the Company’s Board board of Directors relating directors of such Person in connection with the Transaction Documents are true, complete and correct and remain unamended and in full force and effect, (B) that the attached articles of association, certificate of incorporation or certificate of formation of such Person, certified as of a date within 30 days of the Closing Date, by the secretary of state of the state of the jurisdiction of its organization, is true, complete and correct and remains unamended and in full force and effect, (C) that the attached memorandum of association, bylaws or limited liability company or operating agreement of such Person are true, complete and correct and remain unamended and in full force and effect and (D) as to the transactions contemplated hereby as incumbency and specimen signature of each officer of such Person executing this Agreement, the other Transaction Documents and any other document delivered in effect at the Closing, (ii) the Operating Agreement and the Certificate connection herewith on behalf of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.such Person. (eg) The representations and warranties of the Company and any Subsidiary set forth in this Agreement or any other Transaction Document 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 shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that which speak as of a specific date date, each of which shall be true and correct as of such specified date) and the Company Company, or each Subsidiary, as applicable, 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 such entity at or prior to the Closing Date. Such Buyer shall have received a certificate delivered and executed by the President of each of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit H. (h) The Company shall have (i) obtained all governmental, regulatory or third party consents and approvals, if any, and (ii) made all filings under all applicable federal, state or foreign securities laws (to the extent such filings must be made on or prior to the Closing Date in each case) necessary to consummate the issuance and the sale of the Securities. (fi) The Guarantors shall have delivered to the Collateral Agent an aggregate of 403,000 Common Shares together with executed stock powers, to be pledged pursuant to the Security Documents. (j) No Material Adverse Effect shall have occurred. (k) The Company shall have delivered a certificate of an officer of the Company and each Subsidiary certifying as to the solvency of the Company or such Subsidiary. (l) All proceedings in connection with the issuance of the Notes and the other transactions contemplated by this Agreement and the other Transaction Documents, and all documents incidental hereto and thereto, shall be reasonably satisfactory to the Buyers, and the Buyers shall have received all such information and such counterpart originals or certified or other copies of such documents as the Collateral Agent may reasonably request. (m) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the 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: (a) The Company shall have executed and delivered to such Buyer (iA) each of the Transaction Documents and (iiB) the Membership Interests (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) Notes being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside internal or external counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization Company in form, scope and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretosubstance reasonably satisfactory to such Buyer. (c) The Company shall have delivered to such Buyer a certificate evidencing the formation incorporation and good standing of the Company in the State and each of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing Dateits Subsidiaries. (d) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation issued by the Secretary of State of Massachusetts as of a date within five (5) days of the Closing Date. (e) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within five (5) days of the Closing Date. (f) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as or a committee thereof in effect at the Closingconnection herewith, (ii) the Operating Agreement and the Certificate of FormationBylaws, each as in effect at the Closing and (iii) and the matters set forth incumbency of the officers executing documents on behalf of the Company in Section 7(e), in the form attached hereto as Exhibit D.connection herewith. (eg) 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 are shall be true and correct in all respects) as of the date when made of this Agreement and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. (f) The Company . Such Buyer shall have delivered to such Buyer such other documents relating received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, as to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably requestforegoing.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase purchase, as applicable, the Membership Interests New Notes, the New Warrants and the related Warrants Amended and Restated Senior Secured Convertible Notes at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company ShellCo with prior written notice thereof: (a) The Company Each of the Company, ShellCo and each of their Subsidiaries, to the extent each is a party thereto, shall have executed and delivered to such Buyer each applicable Buyer: (i) each of the Transaction Documents and First Amendment to Guaranty, (ii) the Membership Interests First Amendment to Security Agreement, (in such amounts as such Buyer shall requestiii) the First Amendment to Pledge Agreement, (iv) the New Notes, (v) the Amended and Restated Senior Secured Convertible Notes, (vi) the New Warrants, (vii) this Amendment, (viii) Waiver and Amendment No. 1 to Warrants (Notes) and the related Warrants (in such amounts as such Buyer shall requestix) being purchased by such Buyer at the Closing pursuant Waiver and Amendment No. 1 to this AgreementRegistration Rights Agreement (Notes). (b) Such Buyer On or prior to Second Closing Date, (i) ShellCo, Fortress Credit Corp., the Company and certain of the Subsidiaries of ShellCo and Company shall have received entered into and delivered to each of the opinion of Ellenoff Xxxxxxxx & Schole LLPBuyers and Collateral Agent the First Amendment to Senior Loan Agreement, in form and substance reasonably satisfactory to each Buyer, (ii) Fortress Credit Corp., the Company’s outside counsel (“Company Counsel”), dated as ShellCo and the Collateral Agent shall have entered into and delivered to each of the Closing DateBuyers and the Collateral Agent the First Amendment to Intercreditor Agreement, as in form and substance reasonably satisfactory to each Buyer ("FIRST AMENDMENT TO INTERCREDITOR AGREEMENT") and (iii) ShellCo shall have delivered to each of the Buyers a true and correct copy of the final form of the PIPE Notes and such PIPE Notes shall be in form and substance reasonably satisfactory to Buyers, including with respect to subordination of the PIPE Notes to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretoNotes. (c) The Company, ShellCo and each entity which is a Subsidiary of the Company immediately prior to the Second Closing Date shall have delivered to such Buyer a secretary's certificate evidencing the formation and good standing of the Company in the State of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing Date. (d) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.EXHIBIT C, executed by the secretary of such Person and dated as of the Second Closing Date, certifying (A) that the attached written consent of or resolutions adopted by the board of directors of such Person in connection with this Amendment are true, complete and correct and remain unamended and in full force and effect, (B) that the attached certificate of incorporation or certificate of formation of such Person is true, complete and correct and remains unamended and in full force and effect, (C) that the attached bylaws or limited liability company agreement or operating agreement of such Person are true, complete and correct and remain unamended and in full force and effect and (D) as to the incumbency and specimen signature of each officer of such Person executing this Agreement, the other Transaction Documents and any other document delivered in connection herewith on behalf of such Person. (ed) The representations and warranties of the Company Company, ShellCo and any Subsidiary set forth in this Amendment, the Agreement or any other Transaction Document 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 shall be true and correct in all respects) as of the date when made and as of the Second Closing Date (except with respect to the representation and warranty set forth in Section 3(k) of the Agreement) as though made at that time (except for representations and warranties that which speak as of a specific date date, each of which shall be true and correct as of such specified date) and the Company Company, ShellCo or each Subsidiary, as applicable, 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 such entity at or prior to the Second Closing Date. (f) The Company , except with respect to such covenants, agreements and conditions that Company, ShellCo and/or their respective Subsidiaries failed to satisfy or comply with resulting in the occurrence of the Existing Events of Default. Such Buyer shall have received a certificate delivered and executed by the President of each of the Company and ShellCo, dated as of the Second Closing Date, to the foregoing effect and as to such Buyer such other documents relating to the transactions contemplated matters as may be reasonably requested by this Agreement as such Buyer or its counsel may reasonably request.in the form attached hereto as EXHIBIT D

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents and Documents, (iiB) the Membership Interests Common Shares (allocated in such amounts as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) and the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLPKarailla, P.L., the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit E attached as Exhibit C hereto. (ciii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D 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 Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) days of the Closing Date. (dv) 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, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State (or comparable office) of the State of Florida within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement Articles of Incorporation and (iii) the Certificate of FormationBylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.F. (eviii) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. (ix) 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. (fx) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Merger shall have been consummated in accordance with the terms of the Merger Agreement. (b) All outstanding Convertible Notes shall have converted into shares of Common Stock in accordance with the terms of such Convertible Notes. (c) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Membership Interests (in such amounts as such Buyer shall request) Common Shares and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bd) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole Xxxx Xxxxx LLP, counsel for the Company’s outside counsel Company (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit F attached as Exhibit C hereto. (ce) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit I attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (f) Each Company Party shall have delivered to such Buyer a certificate evidencing the formation and good standing of the such Company Party in the State such entity’s state or other jurisdiction of Delaware incorporation or organization issued by the Secretary of State (or comparable officeother applicable authority) of such state or jurisdiction of incorporation or organization as of a date within ten (10) days five Business Days of the Closing Date. (dg) The Nasdaq Capital Market or Nasdaq Global Market shall have approved the application for the listing of the Common Shares and the Warrant Shares. (h) Each Company Party shall have delivered to such Buyer a certified copy of the Certificate of Incorporation or organization of such Company Party as certified by the Secretary of State (or other applicable authority) of such state or jurisdiction of incorporation or organization within five Business Days of the Closing Date. (i) The Combined Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by of the Company’s Board of Directors relating to of such Company Party and the Combined Company approving the Transaction Documents and the transactions contemplated hereby as in effect at the Closingthereby, (ii) the Operating Agreement and the Certificate of FormationIncorporation, and (iii) the Bylaws of the Combined Company, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.G. (ej) The representations and warranties of the Company Parties 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 true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date) and the Company Parties 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 Parties at or prior to the Closing Date. Such Buyer shall have received one or more certificates, executed by the Chief Executive Officer of each Company Party, dated as of the Closing Date, to the foregoing effect in the form attached hereto as Exhibit H. (k) The Company Parties shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (fl) The Company Each of the Buyers affiliated with EW, HealthQuest and SEDCO shall have delivered to such Buyer such other documents relating to concurrently funded at the transactions contemplated by this Agreement Closing its respective Purchase Price as such Buyer or its counsel may reasonably requestset forth in the Schedule of Buyers.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Membership Interests Preferred Stock and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s '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: (ai) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents and (iiB) the Membership Interests Preferred Stock (in such amounts numbers as is set forth across from such Buyer shall requestBuyer's name in column (3) of the Schedule of Buyers and the related Warrants (in such amounts numbers as is set forth across from such Buyer shall requestBuyer's name in column (4) of the Schedule of Buyers) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Paul, Hastings, Janofsky & Schole Walker LLP, the Company’s outside counsel (“Company Counsel”)xxx Xxmpany'x xxtside counsel, dated as of the Closing Date, as in a form reasonably acceptable to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretoBuyers. (ciii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction Delaware as of a date within ten five (105) days of the Closing Date. (div) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within five (5) days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board 's board of Directors relating directors in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.Closing. (evi) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer. (fvii) 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. (viii) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum 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. (x) The Certificate of Designations in the form attached hereto as Exhibit A shall have been filed with the Secretary of State of the State of --------- Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended. (xi) The aggregate Purchase Price paid to the Company for the Securities by the Buyers at the Closing shall not be less than Thirteen Million One Hundred and Sixty Thousand ($13,160,000) Dollars even though the Preferred Stock will have an aggregate stated Value of Fourteen Million ($14,000,000) Dollars. (xii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (xiii) The Company shall have placed the Escrow Shares into escrow with Gottbetter & Partners, LLP, acting as escrow agent, pursuant to the terms of the Escrow Shares Escrow Agreement.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and Common Units and/or Preferred Units set forth on the related Warrants Schedule of Buyers 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: (a) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Membership Interests (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) Common Units and/or Preferred Units being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole Xxxx Xxxxx LLP, counsel for the Company’s outside counsel Company (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit I attached as Exhibit C hereto. (c) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing copy of the Company Irrevocable Transfer Agent Instructions, in the State form of Delaware issued Exhibit H attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing DateCompany’s transfer agent. (d) The Company shall have delivered to such Buyer a certificate evidencing the good standing of the Company issued by the Delaware Secretary of State as of a date within five Business Days of the Closing Date. (e) The Company shall have filed with the Nasdaq Stock Market a Notification Form: Listing of Additional Shares for the listing of the Shares, and Nasdaq shall have raised no objection to the consummation of the Transaction. (f) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation or organization of the Company as certified by the Delaware Secretary of State within five Business Days of the Closing Date. (g) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by of the Company’s Board of Directors relating to of the Company or an authorized committee thereof, approving the Transaction Documents and the transactions contemplated hereby as in effect at the Closingthereby, and (ii) the Operating Agreement and Bylaws of the Certificate of FormationCompany, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.J. (eh) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date.. Such Buyer shall have received one or more certificates, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect in the form attached hereto as Exhibit K. (fi) The Company shall have delivered to such Buyer such other documents relating to obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Units and the Preferred Units. No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated by this Agreement as such Buyer hereby or its counsel may reasonably requestin the other Transaction Documents.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and Preferred Shares from the related Warrants Company at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived only by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) a. The Stockholder Approval shall have been obtained. b. The Company shall have executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party and (ii) delivered the Membership Interests (in same to such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this AgreementBuyer. (b) Such Buyer c. The Certificate of Designation shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C hereto. (c) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State of Delaware issued by been filed with the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing DateState of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to such Buyer. (d) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D. (e) The representations and warranties of the Company and the Subsidiaries, other than the representations and warranties of the Company and the Subsidiaries set forth in Sections 3(a), 3(b) 3(c), 3(d), 3(e), 3(j), 3(k), 3(l), 3(m), 3(v), 3(x), 3(y), 3(bb), 3(cc), 3(dd) and 3(ff) (the “Fundamental Representations”), shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein other than any limitation as to “Material Adverse Effect”) as of the date of this Agreement (except for those any of such representations and warranties that are qualified by materiality or Material Adverse Effectspeak as of a specific date, which are shall be true and correct in all respectsmaterial respects (without giving effect to any limitation as to “materiality” set forth therein other than any limitation as to “Material Adverse Effect”) as of such date), (ii) the Fundamental Representations shall be true and correct as of the date when made of this Agreement and as of the Closing Date as though made at that time (except for any of such representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date), (iii) the representations and warranties of the Company and the Subsidiaries, other than the Fundamental Representations, shall be true and correct as of the Closing Date as though made at that time (except for any of such representations and warranties that speak as of a specific date, which shall be true and correct as of such date), except in the case of this clause (iii) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein), individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect, and (iv) the Company and the Subsidiaries shall have in all material respects performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company and the Subsidiaries at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect. e. Such Buyer shall have received the opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated as of the Closing Date, in a form reasonably acceptable to the Requisite Buyers. f. The Company shall have executed and delivered to such Buyer’s counsel the Preferred Stock Certificates (fin such denominations as such Buyer shall request) for the Preferred Shares being purchased by such Buyer at the Closing, and such Preferred Stock Certificates shall be held by such counsel in escrow until the Closing is consummated. g. The Company Board shall have adopted, and not rescinded or otherwise amended or modified, resolutions consistent with Section 3(b) and in a form reasonably acceptable to the Requisite Buyers (the “Resolutions”). h. The Company and the Company Board shall have taken all actions necessary or appropriate such that the Person designated, pursuant to the Certificate of Designation, by the holders of the Preferred Shares to serve as a director on the Company Board (the person designated to serve on the Company Board by the holders of the Preferred Shares referred to as the “Preferred Director”) shall become, effective immediately following the Closing, a director serving on the Company Board. i. The Bylaws shall have been amended, in a manner acceptable to the Requisite Buyers, to facilitate the service of the Preferred Director as a director on the Company Board effective immediately following the Closing. j. As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, at least 22,122,775 shares of Common Stock (such number to be adjusted for any Stock Event (as defined in the Certificate of Designation) involving the Common Stock that is effective at any time after the date of this Agreement). k. The Company shall have delivered to such Buyer a certificate evidencing the incorporation or organization and good standing of the Company and each domestic Subsidiary in such entity’s state or other documents relating jurisdiction of incorporation or organization issued by the Secretary of State (or other applicable authority) of such state or jurisdiction of incorporation or organization as of a date within three (3) days of the Closing Date. l. The Company shall have delivered to such Buyer a secretary’s certificate, dated as of the Closing Date, certifying as to (A) the Resolutions, (B) the Certificate of Incorporation, certified as of a date within three (3) days of the Closing Date by the Secretary of State of the State of Delaware, and (C) the Bylaws. m. 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 two (2) Business Days of the Closing Date. n. No final and nonappealable order, judgment, injunction, award, decree or writ handed down, adopted or imposed by, any court of competent jurisdiction or Governmental Authority restraining, enjoining or otherwise prohibiting the consummation of the Closing shall be in effect, and no statute, rule or regulation shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits or makes illegal the consummation of the purchase and sale of the Preferred Shares pursuant to this Agreement. o. No suit, action or proceeding by any (i) third party or (ii) Governmental Authority with respect to the transactions contemplated hereby shall be pending or threatened in writing, and no order shall have been entered in any such suit, action or proceeding that would have the effect of (A) making any of the transactions contemplated by this Agreement or the other Transaction Documents illegal, (B) otherwise preventing the consummation of such transactions or (C) imposing limitations on such transactions and/or the ability of any party hereto to perform its obligations hereunder or under any Transaction Document, except, in the case of clause (i) above, as would not reasonably be expected to have, a Material Adverse Effect. p. The minimum gross proceeds received by the Company from the sale of the Preferred Shares to all Buyers at the Closing shall be no less than an amount equal to (i) $18,000,000, minus (ii) the Purchase Price to be paid by such Buyer or its counsel may reasonably requestas set forth on the Schedule of Buyers.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Purchased Stock and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents and Documents, (iiB) the Membership Interests Purchased Stock (allocated in such amounts as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) and the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer and the Placement Agent (if applicable) shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLPCxxxx Law Group, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretoreasonably acceptable to such Buyer and the Placement Agent (if applicable). (ciii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, 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 Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) calendar days of prior to the Closing Date. (dv) The Company shall have filed with Nasdaq an additional listing application in connection with all the Registrable Securities (as defined in the Registration Rights Agreement) and Nasdaq shall have raised no objection to such notice and the transactions contemplated hereby. (vi) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Chief Executive Officer. (vii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closing, Buyer and (ii) the Operating Agreement and the Certificate Articles of FormationIncorporation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.E. (eviii) 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 are true and correct in all respects) as of the date when made hereof and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F. (ix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of Common Stock outstanding as of a date within five (5) calendar days prior to the Closing Date. (fx) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants its Series B Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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: (ai) 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 (iA) each such aggregate number of Series B Preferred Shares as set forth across from such Buyer’s name in column (3) of the Transaction Documents and (ii) the Membership Interests (in such amounts Schedule of Buyers, as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole Xxxxxxx Procter LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretoreasonably acceptable to such Buyer. (ciii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, 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 Buyer a certificate evidencing the formation and good standing of the Company in the State of Delaware issued executed by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing Date. (d) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section ‎3(b) as duly adopted by the Company’s Board board of Directors relating directors in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.Closing. (ev) The representations Each and warranties every representation and warranty of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are 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 specified specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the 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. (fvi) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (vii) The Company shall have delivered to such Buyer such other documents relating to obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (viii) 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. (ix) Since the date of execution of this Agreement Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect; provided, however, that the definition of “Material Adverse Effect” for the purpose of this clause (xii), will not include any change or effect that results from (A) changes in law or interpretations thereof, or regulatory policy or interpretation, by any Governmental Entity so long as such Buyer change does not have a disproportionate effect on the Company, (B) changes in applicable accounting rules or its counsel principles, including changes in GAAP, so long as such change does not have a disproportionate effect on the Company, (C) changes in general economic conditions, and events or conditions generally affecting the industries in which the Company operates, so long as such change does not have a disproportionate effect on the Company, or (D) national or international hostilities, acts of terror or acts of war. (x) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may reasonably requestbe) the Conversion Shares, the Warrant Preferred Shares and the Warrant Common Shares. (xi) All of the covenants, agreements and conditions required to be performed, satisfied or complied with in order for the Business Combination Closing to occur shall have been performed, satisfied and complied with (or waived) prior to the Closing Date.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s '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: (ai) The Company shall have executed and delivered (or, in the case of any Transaction Document to which a Subsidiary is a party, caused such Subsidiary to execute and deliver) to such Buyer (iA) each of the Transaction Documents and to which it or any Subsidiary is a party, (iiB) the Membership Interests Notes (in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, and (C) the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Glast, Phillips & Schole LLPMurray, the Company’s X.X., xhe Compaxx'x outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit F attached as Exhibit C heretohereto and a letter --------- stating that the Company is good standing with its attorneys. (ciii) The Company shall have delivered to such Buyer a true copy of the Irrevocable Transfer Agent Instructions, 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 Buyer a true copy of a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in the State such entity's jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) days of the Closing Date. (dv) The Company shall have delivered to such Buyer a true copy of 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 or such Subsidiary conducts business, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Chief Executive Officer of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s 's Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement Articles of Incorporation and (iii) the Certificate of FormationBylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.G. ---------- (eviii) The representations and warranties of the Company shall be true and correct in all material respects (except for those other than representations and warranties that are already qualified by materiality or Material Adverse Effect, Effect which are shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit H. --------- (ix) 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 two (2) days of the Closing Date. (fx) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities and the grant of the security interest in the assets of the Company and its Subsidiaries, including the consent of any existing lender or landlord of the Company or any Subsidiary, as applicable. (xii) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company's certified public accountant as to its ability to provide all consents required in order to file a registration statement in connection with this transaction and that the Company is in good standing with its auditors. (xiii) Within six (6) Business Days prior to the Closing Date, the Company shall have delivered or caused to be delivered to each Buyer (A) true copies of UCC search results setting forth the Permitted Liens, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens (as defined in the Security Documents); and (B) a perfection opinion in form and substance satisfactory to the Buyers. (xiv) The Company shall have delivered to the Buyers the Series D Waiver signed by all of the Buyers in the Series D Purchase Agreement. (xv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Debentures and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have executed and delivered to such Buyer (iA) each of the Transaction Documents and Documents, (iiB) the Membership Interests Debentures (in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, and (C) the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Xxxxxxxxxx & Schole LLPXxxxx, XX, the Company’s outside counsel (“Company Counsel”)corporate counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit E attached as Exhibit C hereto. (ciii) 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 the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing Datejurisdiction. (div) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware. (v) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Chief Executive Officer of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to approve the transactions contemplated hereby as in effect at the Closingby this Agreement, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.Closing. (evi) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect. (fvii) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (viii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, except for post-closing securities filings or notifications required to be made under federal or state securities laws. (ix) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or by the other Transaction Documents. (x) No stop order or suspension of trading shall have been imposed by the Principal Market, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (xi) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants Units at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Membership Interests Common Shares (allocated in such amounts number as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement, and (iii) and the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Xxxxxx & Schole Xxxxxx, LLP, the Company’s Ever Leader's outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit E attached as Exhibit C hereto. (ciii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D 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 Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in the State such entity's jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within 10 days of the 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, as of a date within 10 days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Closing Date. (dvii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s 's Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.F. (eviii) 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 are shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (fx) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market, if any. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) The Company shall have executed and delivered to such Buyer a fully executed copy of the Make Good Agreement and the Make Good Escrow Agreement. (xiii) Each of Xx. Xxxxxx Xxx, Ms. Xxx Xx and Moveup Investments Limited shall have entered into a Lock-Up Agreement in the form attached hereto as Exhibit J (the "Lock-Up Agreements"). (xiv) Prior to the Closing, the transactions contemplated by the Exchange Agreement shall have been consummated and none of the conditions to closing contained in the Exchange Agreement shall have been waived or amended unless the Buyers holding at least a majority of the number of Registrable Securities issued and issuable hereunder shall have approved such waiver or amendment. (xv) Buyers shall have purchased Units representing not less than $10 million of the aggregate Purchase Price. (xvi) Contemporaneously with the Closing, the Company shall file with the SEC a Current Report on Form 8-K, which shall include financial statements of the Company and its Subsidiaries for the period ending September 30, 2006, which have been reviewed by Xxxxxxxxx & Company, LP and have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and which fairly present in all material respects the financial position of the Company as of September 30, 2006 and the results of its operations and cash flows for the period ended September 30, 2006, subject to normal year-end audit adjustments. (xvii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents and Documents, (iiB) the Membership Interests Common Shares (allocated in such amounts as such Buyer shall request) and (C) the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer and the Placement Agent shall have received the opinion of Ellenoff Xxxxxxxx Xxxxxx, Xxxxx & Schole Xxxxxxx LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit H attached as Exhibit C hereto. (ciii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit G 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 Buyer a certificate evidencing the formation incorporation and good standing of the Company and each of its Subsidiaries in the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) days of the Closing Date. (dv) 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, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State (or comparable office) of the State of Delaware within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.I. (eviii) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit J. (ix) The Company shall have delivered to each Buyer a lock-up agreement in the form attached hereto as Exhibit K, executed and delivered by the Company and each officer and director of the Company and the Principal Stockholder (the “Lock-Up Agreements”). (fx) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (xi) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Voting Agreement shall have been executed and delivered to such Buyer by the Company and the Principal Stockholder. (xiv) The Company shall have consummated, on or before May 13, 2011, the transactions contemplated by the Asset Purchase Agreement, dated as of December 21, 2010, by and among the Company, Novogen and Novogen Research Pty Limited pursuant to the terms set forth in such agreement that is attached to the Current Report on Form 8-K filed by the Company on December 22, 2010. (xv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants its Common Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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: (ai) 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 Membership Interests (Company shall have duly executed and delivered to such Buyer the Common Shares in such amounts aggregate number of Common Shares as is set forth across from such Buyer shall requestBuyer’s name in column (3) and of the related Warrants (in such amounts as such Buyer shall request) Schedule of Buyers being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole Xxxxxxxx LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretoreasonably acceptable to such Buyer. (ciii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing certified copy of the Company in the State Articles of Delaware issued Incorporation as certified by the California Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing DateState. (div) The Company shall have delivered to such Buyer a certificate, in the form reasonably acceptable to such Buyer, duly executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(a) as duly adopted by the Company’s Board board of Directors relating directors, in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement Articles of Incorporation of the Company and (iii) the Certificate Bylaws of Formationthe Company, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.Closing. (ev) The representations Each and warranties every representation and warranty of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are 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 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 either the Chief Executive Officer or the Chief 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 reasonably acceptable to such Buyer. (fvi) 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. (vii) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market. (viii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares, including without limitation, those required by the Principal Market. (ix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (x) 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. (xi) Such Buyer shall have received a letter on the letterhead of the Company, duly executed by either the Chief Executive Officer or the Chief Financial Officer of the Company, setting forth the wire instructions of the Company. (xii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents and Documents, (iiB) the Membership Interests Common Shares (allocated in such amounts as such Buyer shall request) and (C) the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer and the Placement Agent shall have received the opinion of Ellenoff Xxxxxxxx Xxxxxx, Xxxxx & Schole Xxxxxxx LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit H attached as Exhibit C hereto. (ciii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit G 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 Buyer a certificate evidencing the formation incorporation and good standing of the Company and each of its Subsidiaries in the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) days of the Closing Date. (dv) 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, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State (or comparable office) of the State of Delaware within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.I. (eviii) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit J. (ix) The Company shall have delivered to each Buyer a lock-up agreement in the form attached hereto as Exhibit K, executed and delivered by the Company and each officer and director of the Company and the Principal Stockholder (the “Lock-Up Agreements”). (fx) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (xi) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Voting Agreement shall have been executed and delivered to such Buyer by the Company and the Principal Stockholder. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Preferred Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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: (ai) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and the stock certificates representing the Preferred Shares and the Warrants (ii) the Membership Interests (allocated in such amounts numbers as such Buyer shall requestrequest in writing at least two (2) and Business Days prior to the related Warrants (in such amounts as such Buyer shall requestClosing Date) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C hereto. (cii) 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 the State each such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable officeequivalent) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (diii) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Nevada within ten (10) days of the Closing Date. (iv) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board board of Directors relating directors in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement Articles of Incorporation and (iii) the Certificate of FormationBylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.F. (ev) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (fvii) The Certificate of Designations in the form attached hereto as Exhibit A shall have been filed with the Secretary of State of the State of Nevada and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended. (viii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Membership Interests its Note and the related Incremental 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: (ai) 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 (iA) each a Note in such aggregate principal amount as is set forth across from such Buyer’s name in column (2) on the Schedule of the Transaction Documents Buyers and (iiB) the Membership Interests (Incremental Warrants to purchase Incremental Notes in such amounts aggregate principal amount as is set forth across from such Buyer shall requestBuyer’s name in column (5) and on the related Warrants (in such amounts Schedule of Buyers, as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion opinions of Ellenoff Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP, counsel to the Company with respect to matters of U.S. law, and Hxxxxx Xxxxxxxx & Schole LLPRiegels, counsel to the Company’s outside counsel (“Company Counsel”)with respect to matters of Cayman Islands law, in each case, dated as of the Closing Date, as to the due authorization Date and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretoacceptable to such Buyer. (ciii) 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. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and of good standing of the Company in the State of Delaware issued by the Secretary Registry of State (or comparable office) Companies of such jurisdiction the Cayman Islands as of a date within ten (10) days of the Closing Date. (dv) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board board of Directors relating directors in a form reasonably acceptable to the transactions contemplated hereby such Buyer as in effect at the Closing, (ii) the Operating Agreement Memorandum and Articles of Association of the Certificate Company, and (iii) the Bylaws of Formationthe Company, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.Closing. (evi) The representations Each and warranties every representation and warranty of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are 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 specified specific date) and the Company shall have performed, satisfied satisfied, and complied in all respects with the covenants, agreements agreements, and conditions required by the Transaction Documents to be performed, satisfied 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. (fvii) The 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. (viii) The Ordinary Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the 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 Incremental Conversion 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) As of the Closing Date, the Company shall have (i) disclosed all material, non¬public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees, or agents in connection with the transactions contemplated by the Transaction Documents and (ii) any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries, or any of their respective officers, directors, affiliates, employees, or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall have terminated. (xv) The Company shall have delivered to such Buyer evidence of an acknowledgement from Yonyou Youpu Information Technology Co., Ltd. (the “Lender”) providing that the Lender will not seek to convert or enforce its outstanding Indebtedness as disclosed on Schedule 3(s)(iv) so long as the Required Holder beneficially owns any Securities. (xvi) The Company shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests its Note, Commitment Shares and the 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: (a) 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 (iA) each a Note in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Transaction Documents Schedule of Buyers, (B) such aggregate number of Commitment Shares as set forth across from such Buyer’s name in column (4) of the Schedule of Buyers, and (iiB) Warrants initially exercisable for such aggregate number of Warrant Shares as is set forth across from such Buyer’s name in column (5) of the Membership Interests (Schedule of Buyers, in such amounts each case, as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Xxxx & Schole Xxxx LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretoacceptable to such Buyer. (c) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing copy of the Company Irrevocable Transfer Agent Instructions, in the State of Delaware issued form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing DateCompany’s transfer agent. (d) [Reserved.] (e) [Reserved.] (f) [Reserved.] (g) [Reserved.] (h) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by a Managing Partner the Secretary of the Company and each Subsidiary and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board and each Subsidiary’s board of Directors relating directors in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement Certificate of Incorporation of the Company and the Certificate organizational documents of Formationeach Subsidiary and (iii) the Bylaws of the Company and the bylaws of each Subsidiary, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.Closing. (ei) The representations Each and warranties every representation and warranty of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are 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 specified specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the 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. (fj) 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. (k) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (l) 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. (m) 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. (n) 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. (o) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, Commitment Shares and the Warrant Shares. (p) [Reserved.] (q) [Reserved.] (r) [Reserved.] (s) [Reserved.]1 (t) [Reserved.] 1 Company to confirm whether any amendments to the schedules of the Intellectual Property Security Agreement are necessary. (u) 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”). (v) [Reserved.] (w) As of the Closing Date, the Company shall have (i) disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents and (ii) any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall have terminated. (x) The Company shall have consummated the Permitted Additional Private Placement on terms and conditions acceptable to such Buyer. (y) [Reserved.] (z) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents and Documents, (iiB) the Membership Interests Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) and the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Xxxxxx & Schole Xxxxxxx, LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as in form and substance reasonably satisfactory to the due authorization and valid issuance such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Securities (but which shall not include a “10b-5” opinion) substantially Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached as Exhibit C hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (civ) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its domestic Subsidiaries in the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) days of the Closing Date. (dv) 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 is required to qualify as a foreign corporation, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State (or comparable office) of the State of Delaware within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.F. (eviii) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. (ix) 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. (fx) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) The Company shall have delivered to each Buyer a lock-up agreement in the form attached hereto as Exhibit H executed and delivered by each of the directors and named executive officers of the Company set forth on Schedule 7(xii) (collectively, the “Lock-Up Agreements”). (xiii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants its Shares at the a Closing is subject to the satisfaction, at or before the applicable 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: (ai) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer either (A) a certificate registered in such Buyer’s name (representing the number of Shares as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers) or (B) an irrevocable instruction letter to the Company’s transfer agent to issue a certificate registered in such Buyer’s name (representing the number of Shares as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers) and deliver such certificate to the Buyer as soon thereafter as possible. (ii) the Membership Interests (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer The Buyers shall have received the an opinion of Ellenoff Xxxxxxxx & Schole Xxxxxxxxx Xxxxxxx, LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as the date of the Closing DateInitial Closing, as stating that the Company is duly incorporated, the Transaction Documents have been duly authorized, that the Shares are be duly authorized, fully paid and non-assessable and that the Conversion Shares, if and when issued will be duly authorized, fully paid and non-assessable, which opinion may be subject to the due authorization such assumptions and valid issuance conditions are normally set forth in opinions of the Securities (but which shall not include a “10b-5” opinion) substantially legal counsel in the form attached as Exhibit C heretorespect of such matters. (ciii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State its jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the such Closing Date. (div) The Company shall have delivered to such Buyer a certificate or other reasonably acceptable evidence 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 such Closing Date. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the Company’s jurisdiction of incorporation within ten (10) days of such Closing Date. (vi) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by a Managing Partner the Secretary of the Company and dated as of the Initial Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board board of Directors relating directors in a form reasonably acceptable to such Buyer, (ii) the transactions contemplated hereby Certificate of Incorporation of the Company and (iii) the Bylaws of the Company as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.. (evii) The representations Each and warranties every representation and warranty of the Company shall be true and correct as of the applicable Closing Date in all material respects (except for those representations and warranties that are qualified by include an express materiality or Material Adverse Effectqualification, which are shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (respects and, except for further, representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date (except for covenants, agreements and conditions that include an express materiality qualification, which shall performed, satisfied or complied in all respects. Such Buyer shall have received a certificate, executed by the President of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form reasonably acceptable to such Buyer. (fviii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (ix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (x) 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. (xi) The Company shall not have amended, modified, waived compliance with or terminated, revoked or rescinded in any manner or respect (and the Company shall not have taken any action, or permitted any action to be taken (whether through the Company’s inaction or otherwise), that has a similar effect to any of the foregoing) any provision of any of material agreements and all of such agreements shall be in full force and effect. (xii) The Company shall have delivered to such Buyer a letter dated as of the Initial Closing Date, in a form reasonably acceptable to such Buyer, executed by the Company (the “Disclosure Letter”). (xiii) The Company shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (xiv) A minimum of 3,200,000 Shares, for the minimum gross proceeds of $8,000,000, are purchased by the Buyers at the Initial Closing. (xv) The Company shall have delivered a copy of the fully executed UTA Assignment Consent to such Buyer.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s '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: (ai) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents and Documents, (iiB) the Membership Interests Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) and the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Company or its Subsidiary shall have granted Buyers, through the Transaction Documents, a first priority security interest and lien against each of the Company Properties (defined below) and fixtures relating thereto, and all other Company furniture, fixtures and equipment contained within or relating to the Company Properties; (iii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx (A) Xxxx & Schole LLPXxxx, LLC, the Company’s 's outside counsel counsel, dated as of the Closing Date and (“Company Counsel”)B) Xxxxxxxx Xxxxxxxxx, the Company's outside real estate counsel, dated as of the Closing Date, as in each case in form and substance acceptable to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially such Buyer in the form attached as Exhibit C heretoits sole discretion. (civ) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (v) 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 the State such entity's jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) days of the Closing Date. (dvi) 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, as of a date within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State (or comparable office) of the State of Colorado within ten (10) days of the Closing Date. (viii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s 's Board of Directors relating in a form reasonably acceptable to such Buyer, (ii) the transactions contemplated hereby Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing, (ii) in form and substance acceptable to the Operating Agreement and the Certificate of Formation, each as Required Holders in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.their sole discretion. (eix) 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 are true and correct in all respects) as of the date when made and as of the respective Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in form and substance acceptable to the Required Holders in their sole discretion. (fx) 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. (xi) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) Each Subsidiary shall have executed and delivered to such Buyer the Guaranty Agreement. (xiv) The Security Documents shall have been executed and delivered to each Buyer, and the Company, in accordance with the terms of the Security Agreement, shall have delivered to the Collateral Agent, with a copy to each Buyer, along with such other documents, and taken such other actions, as in each case, shall be necessary or, in the opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement. (xv) Contemporaneously with the Closing, the Company shall have formed one or more Subsidiaries to purchase certain real estate at locations to be mutually approved by the Company and the Required Holders (the "Acquired Properties") and such Subsidiaries shall have purchased such Acquired Properties. (xvi) The Company shall have obtained and delivered to each Buyer an appraisal by a real estate appraiser reasonably acceptable to the Required Holders for each of the Acquired Properties that shows an appraised value equal to or greater than 75% of the purchase price to be paid by the applicable Subsidiary of the Company for each such Acquired Property. (xvii) In accordance with the terms of the Security Documents, the Company shall have delivered to the Collateral Agent (i) certificates representing the Pledged Shares (as defined in the Security Agreement), along with duly executed blank stock powers and (ii) appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document. (xviii) Buyer shall have been provided the following for its review and approval, and such approval shall be granted or withheld at Buyers sole discretion: (1) A lender's title insurance policy, to be issued at the Company's or its Subsidiary's sole cost and expense, made in favor of the Buyers, committing to issue to Buyers, as lender, extended coverage title insurance policy ("Title Policy") for each of the respective Acquired Properties and any then owned real estate (collectively, the "Company Properties"), in an amount equal to the greater of Note(s) being secured by the respective Company Property or the purchase price of said Company Property, subject only to those certain exceptions to title acceptable to Buyers, in their sole and absolute discretion; (2) A Phase I environmental inspection prepared by an environmental engineering company acceptable to Buyers ("Phase I"), acquired at Company's sole cost and expense, of each of the Company Properties and certified to Buyers, acceptable to Buyers in their sole and absolute discretion. In the event the Phase I recommends a Phase II environmental inspection, the Company shall promptly order such Phase II environmental inspection at its sole cost and expense, certified to the Buyers, which shall be acceptable to Buyers at their sole and absolute discretion; (3) Insurance policies insuring the Company Properties against fire and casualty, and insuring the Company or its Subsidiary against general liability, each naming the Buyers as "additional insured", in a form and substance acceptable to Buyers, as more particularly described in the Security Documents; (4) Company shall have furnished to Buyers, at Company's sole cost and expense, a current ALTA improvement survey plat ("Survey") of each Company Property acceptable to Buyers and the title company issuing the Title Policy indicating, without limitation, that all foundations or other improvements currently constructed are located within the lot lines, without infringement on established easements or rights-of-way and not in violation of any ordinance including zoning ordinances which impose lot line setback requirements and parking requirements. The survey shall show the legal description of each Company Property as it will be insured by the title company, the courses and distances of each Company Property lot lines, all appurtenant and servient easements, setbacks, building lines and width of abutting streets, distance to nearest intersecting streets affording ingress and egress to and from each Company Property, and the location and dimensions of all encroachments, improvements, above or below ground easements and utilities, and designated parking spaces. The surveyor shall also certify whether or not any portion of the improvements is located within a Federal Emergency Management Agency identified flood-prone area of a community and if located thereon, state the map number and whether or not the Property appears in the "Flood Hazard Area." The survey must be certified as accurate by a licensed surveyor in the State of Colorado and contain a certificate imprinted thereon in the form approved by the ALTA stating that the survey is made for the benefit of the Buyers and the title company issuing the Title Policy; (5) Company and/or its Subsidiaries have all necessary (i) certificates, licenses, and other approvals, governmental and otherwise, for the operation of the Company Properties and the conduct of its business and (ii) zoning, building code, land use, environmental and other similar permits or approvals, all of which are currently in full force and effect and not subject to revocation, suspension, forfeiture, or modification, acceptable to Buyers at their sole and absolute discretion. Company Properties and their use and occupancy are in full compliance with all applicable laws, and Company and/or its Subsidiaries have received no notice of any violation or potential violation of the applicable laws which have not been remedied or satisfied, and the zoning classification of Company Properties permits the use of such Company Properties as intended; (6) Company's and/or its Subsidiaries' Company Properties are free from damage caused by fire or other casualty; (7) Evidence that all costs and expenses for labor, materials, supplies, and equipment used in the construction of the improvements for Company's and/or its Subsidiaries' Company Properties have been paid in full; (8) Rent Roll relating to any Company Properties; (9) Evidence that all taxes, fees and other charges relating to the Company Properties, and in connection with the execution, delivery and recording of the Security Documents shall have been paid, and all delinquent taxes, assessments or other governmental charges or liens affecting the Company Property, if any, shall have been paid. Company shall provide a treasurer's tax certificates disclosing that no general and special taxes or assessments encumbering the Company Properties are delinquent and that the Company Properties do not lie within any special or general assessment district except as approved by the Buyers; and (10) Evidence that any and all other requirements which may be set forth in the Security Documents, as determined necessary by Buyers, in their sole and absolute discretion. (xix) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer (A) certified copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Buyers, shall cover any of the Collateral (as defined in the Security Documents) and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens (as defined in the Security Documents); and (B) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Buyers. (xx) The Collateral Agent and such Buyer shall be satisfied that the Collateral Agent has been granted, and holds, for the benefit of the Collateral Agent and such Buyer, a perfected, first priority Lien on, and security interest in, all of the Collateral, subject only to Permitted Liens. (xxi) Contemporaneously with the Closing, the applicable Subsidiaries that own the Company Properties shall have entered into a lease (each, a "Tenant Lease") with a tenant for each of the Company Properties on terms and by lease form satisfactory to the Required Holders and with a termination date not earlier than two years following the Maturity Date (as defined in the Notes). (xxii) The Company shall have instituted the Policies and Procedures, all on terms satisfactory to the Required Holders in their sole discretion. (xxiii) The Company shall have delivered to such Buyer disclosure schedules to this Agreement in form and substance acceptable to such Buyer in its sole discretion. (xxiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the 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: (ai) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (iA) each of the Transaction Documents and (iiB) the Membership Interests Notes (allocated in such principal amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) ), being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Xxxxxx, Xxxxx & Schole Bockius LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached hereto as Exhibit C hereto.C. (ciii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction the State of Delaware, as of a date within ten (10) days of the Closing Date. (div) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company as certified by the Secretary of State of the State of Delaware within ten (10) days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D. (evi) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer, in the form attached hereto as Exhibit E. (vii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (fviii) The Collateral Agent shall have received all documents, instruments, filings and recordations and searches reasonably necessary in connection with the perfection of a valid security interest in the Collateral (as defined in the Notes) of the Company and each of its Subsidiaries and such UCC filings or filings to be made with the United States Patent and Trademark Office and the United States Copyright Office, shall be in proper form for filing, registration or recordation, as applicable. (ix) 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. (x) 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. (xi) Such Buyer shall have received the Company’s wire instructions on the Company’s letterhead duly executed by an authorized executive officer of the Company. (xii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants applicable Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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: (ai) 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 Membership Interests (in such amounts as Company shall have duly executed and delivered to such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) Securities being purchased by such Buyer at the Closing pursuant to this AgreementAgreement (which, in relation to the Closing, shall be the aggregate number of Shares set forth on such Buyer’s signature page. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLPMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., the Company’s outside counsel (“Company Counsel”)U.S. counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached and substance acceptable to such Buyer and addressing such legal matters as Exhibit C heretosuch Buyers may reasonably request. (ciii) Such Buyer shall have received the opinion of Fladgate LLP, the Company’s U.K. counsel, dated as of the Closing Date, in the form and substance acceptable to such Buyer and addressing such legal matters as such Buyers may reasonably request. (iv) The aggregate Purchase Price shall be at least USD$12,000,000. (v) The Company shall have delivered to such Buyer a certificate evidencing the formation and formation, qualification and/or good standing of the Company in the State such entity’s jurisdiction of Delaware formation and each jurisdiction in which they are qualified to do business, issued by the Secretary of State (or comparable office) of such jurisdiction jurisdictions, of formation, qualification and/or good standing as of a date within ten (10) days of the Closing Date provided that the Company may deliver the certificate of good standing from the Companies House in the U.K. within the thirty (30) day period following the Closing Date. (dvi) The Company shall have delivered to such Buyer a certificatecertified copy of the Articles of Association as certified by the Companies House of the Company’s jurisdiction of incorporation within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer certificates, in the form acceptable to such Buyer, executed by a Managing Partner the Secretary of the Company (or another officer, if such entity does not have a secretary) and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board board of Directors relating directors in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement Memorandum of Association and Articles of Association of the Certificate of FormationCompany, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.Closing. (eviii) The representations Each and warranties every representation and warranty of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are 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 specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (fix) The Company shall have delivered to such Buyer a certificate from the Company’s transfer agent (which, for the avoidance of doubt, may be the Company) certifying the number of Ordinary Shares outstanding on the Closing Date immediately prior to the Closing and certain other matters typically covered by a transfer agent’s certificate. (x) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xi) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xii) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (xiii) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and Preferred Shares from the related Warrants Company at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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: (ai) The Company shall have executed and delivered to such Buyer (i) each of the Transaction Documents and copies of the agreements and documents evidencing or otherwise relating to the Financing Agreement (all certified as true, complete and correct by the Chief Executive Officer or Chief Financial Officer of the Company) and delivered the same to such Buyer, (ii) McKim shall have executed and delivered to the Membership Interests Buyers the Investors Righxx Xxreement and (in such amounts as such Buyer iii) each party to the Voting Agreement shall request) have executed and delivered to the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at Buyers the Closing pursuant to this Voting Agreement. (b) Such Buyer b. The Certificate shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”), dated as of the Closing Date, as to the due authorization been filed with and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C hereto. (c) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State of Delaware issued made effective by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing Date. (d) The Company Commonwealth of Massachusetts, and a copy thereof stamped as filed by the Secretary of State of the Commonwealth of Massachusetts shall have been delivered to such Buyer a certificate, executed by a Managing Partner Buyer. c. The order of the Company and dated as of United States Bankruptcy Court approving the Closing Date, certifying as to CSD Acquisition (ithe "SALE Order") the resolutions as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), shall be in the form attached hereto as Exhibit D.E and (i) shall continue to be in full force and effect without modification, amendment or supplement, (ii) no appeal shall have been filed within the time period specified by Rule 8002(a) of the Federal Rules of Bankruptcy Procedure ("FRBP"), (iii) in the event a timely appeal has been filed, the effectiveness of the Sale Order shall not have been stayed in accordance with Rule 8005 of the FRBP and (iv) in the event such order was stayed pending appeal, such stay shall have been terminated by a subsequent court order. d. The Company shall have consummated the CSD Acquisition pursuant to the Acquisition Documents (ewithout any further amendment or modification thereto that has not been approved in writing by the Buyers). All conditions precedent to the obligations of all parties to the Acquisition Documents to the consummation of the CSD Acquisition shall have been satisfied (or, with the prior written consent of the Buyers, waived) in the reasonable judgment of such Buyer. e. The Company and its Subsidiaries shall have obtained all required licenses, waivers, consents and approvals, governmental and otherwise in connection with the transactions contemplated by the Financing Agreement, this Agreement and the operation of the Company's business (including the CSD Acquisition), and such licenses, waivers and consents and approvals shall be in full force and effect. f. Such Buyer shall have determined, in its sole discretion, that no event or development shall have occurred since June 30, 2002 which could have a Material Adverse Effect and that no material disruption or adverse developments in the financial markets generally or affecting the securities of companies in the Company's industry which makes it inadvisable for such Buyer to proceed with the purchase of the Preferred Shares has occurred. g. There shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or Governmental Authority which relates to the CSD Acquisition, the Sale Order, the Acquisition Documents, this Agreement or the Financing Agreement or which, in the opinion of such Buyer, has any reasonable likelihood of having a Material Adverse Effect. h. The Company and its Subsidiaries shall have received the proceeds of the advance under the $100,000,000 revolving credit facility ( the "CONGRESS LOANS") to be provided by Congress Financial Corporation ("CONGRESS") and there shall be not less than $25 million in excess borrowings available under the Congress Loan Documents as of the Closing Date, after giving effect to the CSD Acquisition, the transactions contemplated hereby, under the Financing Agreement and the Congress Loan Documents, and such Buyer shall have received copies of the loan agreement, promissory note and other agreements, instrument, certificates and documents securing, evidencing or otherwise relating to the Congress Loans (the "CONGRESS LOAN DOCUMENTS"), which shall be in form and substance satisfactory to such Buyer and which shall be true, correct and complete, as certified by the Chief Executive Officer or the Chief Financial Officer of the Company. i. The Common Stock (x) shall be designated for quotation or listed on the Principal Market and (y) shall not have been suspended 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 either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. j. The representations and warranties of the Company (both before and after giving effect to the CSD Acquisition) shall be true true, complete and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse EffectEffect or such similar qualification, which are true and correct in all respectsshall not be further qualified) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer or the Chief 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, including, without limitation, an update as of the Closing Date regarding the representation contained in Section 3(c) above. k. Such Buyer shall have received the opinion of Davis, Malm & D'Agostine, P.C., dated as of the Closing Date, in form, sxxxx anx xxbstxxxx xxxxxfactory to such Buyer and in substantially the form attached hereto as Exhibit F. l. The Company shall have executed and delivered to such Buyer the Preferred Stock Certificates (fin such denominations as such Buyer shall request) for the Preferred Shares being purchased by such Buyer at the Closing. m. The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b) above and in a form reasonably acceptable to such Buyer (the "RESOLUTIONS"). n. As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, at least 2,380,953 shares of Common Stock. o. The Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, shall have been delivered to such Buyer, duly executed by the Company and acknowledged in writing by the Company's transfer agent. p. The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such entity's state of incorporation or organization issued by the Secretary of State of such state of incorporation or organization as of a date within five days of the Closing Date. q. The Company shall have delivered to such Buyer a certified copy of the Articles of Organization as certified (or, in the case of the Certificate, stamped as filed) by the Secretary of State of the Commonwealth of Massachusetts as of a date within five (5) days of the Closing Date. r. The Company shall have delivered to such Buyer a secretary's certificate, dated as of the Closing Date, certifying as to (A) the Resolutions, (B) the Articles of Organization and (C) the By-laws, each as in effect at the Closing. s. The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Securities pursuant to this Agreement in compliance with such laws. t. The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. u. Such Buyer shall be satisfied, in its sole discretion, with the terms, amount and scope of all Policies in effect with respect to the Company and its Subsidiaries (both before and after giving effect to the CSD Acquisition). v. Such Buyer shall be satisfied, in its sole discretion, with all ERISA, environmental, tax and labor matters relating to the Company and its Subsidiaries (both before and after giving effect to the CSD Acquisition). w. Such Buyer shall be satisfied, in its sole discretion, with the terms, conditions and indemnities of each contract, agreement or instrument being assumed or guaranteed by the Company in connection with the CSD Acquisition. x. After giving effect to the payment of the purchase price for the CSD Acquisition and all expenses of the Company and its Subsidiaries in connection therewith, the Financing Agreement and the Congress Loans, there shall be not less than $25,000,000 of unrestricted borrowing availability under the Congress Loan Documents, as certified to such Buyer in writing by the Chief Executive Officer or Chief Financial Officer of the Company. y. Such Buyer shall have received such other agreements, instruments, certificates and other documents relating to as it may determine are customary for the transactions contemplated by this Agreement as the Transaction Documents, in each case in form and substance satisfactory 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 the Membership Interests Debentures and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s '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: (ai) The Company shall have executed and delivered to such Buyer (iA) each of the Transaction Documents and (iiB) the Membership Interests Debentures (in such amounts denominations as such Buyer shall requesthave requested prior to the Closing) and the related Warrants (in such amounts denominations as such Buyer shall requesthave requested prior to the Closing) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion opinions of Ellenoff Xxxxxxxx Buchanan Ingersoll & Schole LLPRoonex, XX, xnx Xxxxxxxn & Xxxxx, each the Company’s Xxxxxxx's outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit E attached as Exhibit C hereto. (ciii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D 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 Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in the State such entity's jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) days of reasonably proximate to the Closing Date. (dv) 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, as of a date reasonably proximate to the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Nevada as of a date reasonably proximate to the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s 's Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement Articles of Incorporation and (iii) the Certificate of FormationBylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.F. (eviii) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified specific date) ), and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (fx) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) The Company shall have obtained all consents, amendments and/or waivers required under (A) the Securities Purchase Agreement dated as of January 5, 2006 among the Company and the buyers named therein and the other transaction documents entered into in connection therewith (collectively, the "JANUARY TRANSACTION Documents") and (B) the Securities Purchase Agreement dated as of June 21, 2006 among the Company and the buyers named therein and the other transaction documents entered into in connection therewith (collectively, the "JUNE TRANSACTION DOCUMENTS"), in each case, necessary for the consummation of the transactions contemplated by the Transaction Documents (including sale of the Securities) or as any Buyer or its counsel may reasonably request. (xiii) The Company shall have delivered to such Buyer, written consents in the form attached hereto as Exhibit H, executed by stockholders holding at least 51% of the outstanding shares of Common Stock, indicating such stockholders' consent to the amendment to the Articles of Incorporation contemplated by Section 4(q). (xiv) The Company and its Subsidiaries shall have executed and delivered to such Buyer the Security Agreement encumbering all the assets of the Company and its Subsidiaries. (xv) The Company shall have obtained and delivered to such Buyer searches of Uniform Commercial Code filings in the jurisdiction of formation of the Company and its Subsidiaries, the jurisdiction of the chief executive office of the Company and its Subsidiaries and each jurisdiction where any Collateral (as defined in the Security Agreement) is located or where a filing would need to be made in order to perfect the Buyers' security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens. (xvi) The Company and its Subsidiaries shall have executed and delivered to such Buyer UCC financing statements for each appropriate jurisdiction as is necessary, in the Buyers' sole discretion, to perfect the Buyers' security interest in the Collateral. (xvii) The Company shall have delivered to such Buyer each of the outstanding post-closing deliveries and other documents relating to the closing of the transactions under the June Transaction Documents. (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Membership Interests (in such amounts as such Buyer shall request) Notes and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Xxxxx & Schole Xxxxxxx LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit E attached as Exhibit C hereto. (c) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing copy of the Company Irrevocable Transfer Agent Instructions, in the State form of Delaware issued Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing DateCompany’s transfer agent. (d) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company issued by the Secretary of State of Delaware, as of a date within 10 days of the Closing Date. (e) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating to (the transactions contemplated hereby as in effect at the Closing“Resolutions”), (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.Closing. (ef) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. (f) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the 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: (ai) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (iA) each of the Transaction Documents Documents, and (iiB) the Membership Interests Notes (allocated in such principal amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) ), being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole Xxxxx Xxxxxxx LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form attached as of Exhibit C attached hereto. (ciii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit B 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 Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) days of the Closing Date. (dv) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s and each of its Subsidiaries’ Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D. (evi) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all 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. (fvii) 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. (viii) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (x) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Membership Interests Debentures and the related Warrants Closing Securities at the Initial Closing and the Second 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 and Parent with prior written notice thereof: (ai) The Company and Parent shall have executed and delivered to such Buyer (iA) each of the Transaction Documents and Documents, (iiB) the Membership Interests Debentures (in such amounts denominations as such Buyer shall request) and have requested prior to the related Warrants (in such amounts as such Buyer shall requestClosing) being purchased by such Buyer at such Closing pursuant to this Agreement and (C) the Closing Securities (in such denominations as such Buyer shall have requested prior to the Closing Date) being purchased by such Buyer at such Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLPXxxxxxxxxx Law Group, the Company’s and Parent’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit D attached as Exhibit C hereto. (ciii) The Company Parent shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged in writing by Parent’s transfer agent. (iv) Parent shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company Parent and each of its Subsidiaries in the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) days of reasonably proximate to the Closing Date. (dv) 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, as of a date reasonably proximate to the Closing Date. NYK 1088891-10.079338.0012 (vi) Parent shall have delivered to such Buyer a certificate evidencing Parent’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Parent conducts business, as of a date reasonably proximate to the Closing Date. (vii) The Company shall have delivered to such Buyer a certified copy of the Company’s Articles of Incorporation as certified by the Secretary of State of the State of Nevada reasonably proximate to the Closing Date. (viii) Parent shall have delivered to such Buyer a certified copy of Parent’s Articles of Incorporation as certified by the Secretary of State of the State of Nevada reasonably proximate to the Closing Date. (ix) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement Company’s Articles of Incorporation and (iii) the Certificate of FormationCompany’s Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.E. (ex) Parent shall have delivered to such Buyer a certificate, executed by the Secretary of Parent and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by Parent’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) Parent’s Articles of Incorporation and (iii) Parent’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (xi) The representations and warranties of the Company and Parent 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 true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified specific date) ), and the Company and Parent shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company and Parent at or prior to the Closing Date. At each of the Initial Closing Date and the Second Closing Date, such Buyer shall have received certificates by the Chief Executive Officers of the Company and Parent, dated as of the such Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F. (xii) Parent shall have delivered to such Buyer a letter from Parent’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (fxiii) The Common Stock (I) shall be designated for quotation on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. NYK 1088891-10.079338.0012 (xiv) The Company and Parent shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xv) Parent shall have obtained and delivered to such Buyer searches of Uniform Commercial Code filings in the jurisdictions of formation of Parent and its Subsidiaries, the jurisdiction of the chief executive offices of Parent and its Subsidiaries and each jurisdiction where any Collateral (as defined in the Security Agreement) is located or where a filing would need to be made in order to perfect the Buyers’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens. (xvi) Parent and its Subsidiaries shall have executed and delivered to such Buyer UCC financing statements for each appropriate jurisdiction as is necessary, in the Buyers’ sole discretion, to perfect the Buyers’ security interest in the Collateral. (xvii) The Company and Parent shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Preferred Shares and the related Warrants Exchange Right(s) 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 Parent and the Companies with prior written notice thereof: (a) The Company Each of Namoya and Twangiza shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents and Documents, (iiB) certificates representing the Membership Interests Preferred Shares (in such amounts numbers as is set forth across from such Buyer shall requestBuyer's name in columns (3) and (5) of the related Warrants (in such amounts as such Buyer shall request) Schedule of Buyers), being purchased by such Buyer at the Closing pursuant to this AgreementAgreement and (C) the Exchange Rights. (b) Each of Namoya and Twangiza shall have received the Exchange Rights from the Parent and shall be authorized to sell, transfer and deliver the Exchange Rights to each Buyer. (c) The Parent shall have duly executed and delivered to such Buyer, to the extent it is a party thereto, each of the Transaction Documents. (d) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole Norton Xxxx Xxxxxxxxx Canada LLP, the Company’s Parent's outside counsel (“Company Counsel”)Canadian counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit C-1 attached as Exhibit C hereto. (ce) Such Buyer shall have received the opinion of Xxxxxx Xxxxxxx Xxxxxx, each Company's outside Barbados counsel, dated as of the Closing Date, in substantially the form of Exhibit C-2 attached hereto. (f) Such Buyer shall have received the opinion of Xxxxxx & Xxxxxxx LLP, each Company's outside United States counsel, dated as of the Closing Date, in substantially the form of Exhibit C-3 attached hereto. (g) Such Buyer shall have received corporate and title opinions of Djunga & Risasi, the Parent's counsel in the DRC respecting ownership of Banro's Subsidiaries listed in Schedule "A" and the mineral titles respecting the Material Properties held by them, in substantially the form of Exhibit C-4 attached hereto. (h) Parent shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form set forth of Exhibit B attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Parent's transfer agent. (i) The Parent shall have delivered to such Buyer a certificate of compliance with the CBCA of the Parent, and each Company shall have delivered to such Buyer a certificate evidencing (i) the formation and good standing status of the such Company in the State such Company's jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date and (ii) the absence of a default of the Parent's reporting issuer status. (j) The Parent shall have delivered to such Buyer a certificate evidencing the Parent's qualification as a foreign corporation (if applicable) and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Parent conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (dk) The Parent shall have delivered to such Buyer a certified copy of the Articles of Incorporation of the Parent, and each Company shall have delivered to such Buyer a certified copy of its Certificate and Articles of Amendment, in each case as certified by the Secretary of State (or equivalent) in the applicable jurisdiction of incorporation within ten (10) days of the Closing Date. (l) The Parent shall have delivered to such Buyer a certificate, executed by the Secretary of the Parent, and each Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and each Company, in each case dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board such entity's board of Directors relating directors in a form reasonably acceptable to the transactions contemplated hereby Buyer, (ii) the articles, bylaws and other constating documents of each of the Parent and each Company, in each case as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing such entity and (iii) the matters set forth in Section 7(e)incumbency, in the form attached hereto as Exhibit D. (em) The representations and warranties of each Company and the Company Parent 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 true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and each Company and the Company Parent shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Company or the Company Parent at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of each Company and the Parent, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit E. (n) The Parent shall have delivered to such Buyer a letter from the Parent's transfer agent certifying the number of shares of Common Shares outstanding as of a date within five (5) days of the Closing Date. (fo) The Common Shares (i) shall be designated for quotation or listed on the Principal Markets and (ii) shall not have been suspended, as of the Closing Date, by the SEC, the CSA or the Principal Markets from trading on the Principal Markets nor shall suspension by the SEC, the CSA or the Principal Markets have been threatened, as of the Closing Date, either (A) in writing by the SEC, the CSA or the Principal Markets or (B) by falling below the minimum listing maintenance requirements of the Principal Markets. (p) The Parent shall have delivered to each Buyer a lock-up agreement in the form attached hereto as Exhibit F executed and delivered by each of the Persons listed on Schedule 7(ix) (collectively, the "Lock-Up Agreements"). (q) The Namoya Articles of Amendment and the Twangiza Articles of Amendment in the form attached here to as Exhibits A-1 and A-2, respectively, shall have been filed with the Corporate Affairs and Intellectual Property Office ("CAIPO") and the Articles of Amendment shall have been issued by the Registrar, CAIPO. (r) Each Company and the Parent shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (s) The approval of the Principal Markets for the issuance of the Securities contemplated hereby and conditional listing of the Exchange Shares shall have been obtained. (t) Neither the Parent nor any of its Subsidiaries shall have received any notice (whether written or oral) from the Ministry of Mines in the DRC or any other governmental authority of the DRC (the "DRC State"), whether pursuant to any ongoing or proposed title review proceedings with the DRC State or otherwise, which in the opinion of such Buyer, withdraws or purports to withdraw any benefits currently held by the Parent pursuant to its mining convention with the DRC State (including with regard to exemptions granted to the Parent under the taxation laws, import and export laws and royalty laws under the terms of such convention). (u) The Parent and each Company shall have adopted a hedging program satisfactory to the Required Holders in their sole discretion relating to the period from March 2014 through August 2014. (v) Each Company and the Parent shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants Common Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for 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: (a) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents and (iiB) the Membership Interests Common Shares (allocated in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) ), being purchased by such Buyer at the Closing pursuant to this AgreementAgreement as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers. (b) Such Buyer In connection with the Closing, the Company shall have received filed with Nasdaq a Notification Form: Listing of Additional Shares for the opinion of Ellenoff Xxxxxxxx & Schole LLP, the Company’s outside counsel (“Company Counsel”), dated as listing of the Closing DateCommon Shares to be purchased at the Closing, as and Nasdaq shall have raised no objection to the due authorization and valid issuance consummation of the Securities (but which shall not include a “10b-5” opinion) substantially in transactions contemplated by the form attached as Exhibit C heretoTransaction Documents. (c) The Company No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have delivered to such Buyer a certificate evidencing been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the formation and good standing consummation of the Company transactions contemplated hereby or in the State of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing Dateother Transaction Documents. (d) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company Company’s Secretary and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as in effect at the ClosingDirectors, (ii) the Operating Agreement and the Certificate of Formation, each as Incorporation in effect at the Closing and (iii) the matters set forth Bylaws in Section 7(e)effect at the Closing, in the form attached hereto as Exhibit D.B. (e) The representations and warranties of made by the Company in this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are true and correct in all respects) as of the date when made hereof and on and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) ); and the Company shall have performed, satisfied and complied in all 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 certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit C. (f) The Company shall have delivered to such Buyer such other documents relating a legal opinion in the form attached hereto as Exhibit D, dated the Closing Date, from DLA Piper LLP (US), counsel for the Company, with respect to the transactions contemplated Transaction Documents and the Common Shares. (g) There shall have been no Material Adverse Effect. (h) No stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Company Common Stock. (i) All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Common Shares pursuant to this Agreement Agreement, including, without limitation of Nasdaq, shall be obtained and effective as of the Closing. (j) The Company Common Stock (I) shall be designated for quotation or listed on Nasdaq and (II) shall not have been suspended, as of the Closing Date, by the SEC or Nasdaq from trading on Nasdaq nor shall suspension by the SEC or Nasdaq have been threatened, as of the Closing Date, either (A) in writing by the SEC or Nasdaq or (B) by falling below the minimum listing maintenance requirements of Nasdaq. (k) The Company shall have provided to such Buyer the Company’s wire instructions, on letterhead of the Company and executed by the Chief Executive Officer of the Company. (l) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or its counsel may comparable office) of such jurisdiction of formation, as of a date within ten (10) days prior to the Closing Date. (m) 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 prior to the Closing Date, except to the extent that the failure to be so qualified or be in good standing would not reasonably requestbe expected to have a Material Adverse Effect.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants applicable Purchased Shares at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived (in whole or in part) by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have (A) duly executed and delivered to such Buyer (i) each of the Transaction Documents and (iiB) issued to such Buyer, in book-entry form with respect to the Membership Interests (Purchased Common Shares, and in certificated form with respect to the Series A Preferred Shares, such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) number of applicable Purchased Shares being purchased by such Buyer at the Closing pursuant and delivered to this Agreementsuch Buyer (1) a copy of the securities register for the Company evidencing the issuance of the Preferred Shares and, as soon as practicable thereafter, deliver original certificates thereof to each Buyer at the addresses set forth on the Schedule of Buyers, and (2) a Direct Registration System (DRS) statement from the Company’s transfer agent showing such Buyer as the owner of the Purchased Common Shares on and as of the Closing Date. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole (i) Gxxxxxx Procter LLP, the Company’s outside counsel U.S. counsel, and (“Company Counsel”)ii) MxXxxxxx Txxxxxxx LLP, the Company’s outside Canadian counsel, each dated as of the Closing Date, as in each case, in forms reasonably acceptable to the due authorization and valid issuance Buyers. (iii) The Company shall have delivered to such Buyer a copy of the Securities Irrevocable Transfer Agent Instructions (but which shall not include a the “10b-5” opinion) substantially Irrevocable Transfer Agent Instructions”), in the form attached as Exhibit C heretoreasonably acceptable to the Buyers, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (civ) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State its jurisdiction of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction formation, as of a date within ten (10) days of prior to the Closing Date. (dv) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate Articles of Formation, each as in effect at the Closing Amalgamation and (iii) the matters set forth in Section 7(e)By-laws, in the form attached hereto as Exhibit D. (evi) The representations and warranties of the Company shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein) in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) ), except where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by an executive officer of the Company, dated as of the Closing Date, to the foregoing effect in the form attached hereto as Exhibit E. (vii) The Common Shares (I) shall be designated for quotation or listed on the Principal Market and the TSX and (II) shall not be suspended, in each case, on the Closing Date, by the SEC, the Principal Market or the TSX from trading on the Principal Market or the TSX nor shall suspension by the SEC, the Principal Market or the TSX have been threatened, as of the Closing Date, either (A) in writing by the SEC, the Principal Market or the TSX or (B) by falling below the minimum listing maintenance requirements of the Principal Market or the TSX. (fviii) (i) The Company shall have delivered filed with the NYSE a Supplemental Listing Application for the listing of the Purchased Common Shares and Conversion Shares, and the NYSE shall have approved such Supplemental Listing Application and (ii) the TSX shall have accepted of the offering of the Securities, and the Purchased Common Shares purchased hereunder and the Conversion Shares shall have been conditionally listed and posted for trading on the TSX, subject only to such Buyer such other documents relating to customary listing conditions of the transactions contemplated TSX and, in the case of the Conversion Shares, conversion of the Series A Preferred Shares in accordance with the terms and conditions of the Series A Preferred Shares. (ix) The Articles of Amendment in the form attached hereto as Exhibit A shall have been filed with Innovation, Science and Economic Development Canada of Canada and, as of the issuance of the certificate of amendment by this Agreement as such Buyer or Innovation, Science and Economic Development Canada in respect of the Articles of Amendment, shall be in full force and effect, enforceable against the Company in accordance with its counsel may reasonably requestterms and shall not have been amended.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Membership Interests its Note and the related Warrants Warrant at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Membership Interests Company shall have duly executed and delivered to such Buyer a Note (in such amounts original principal amount as is set forth across from such Buyer shall requestBuyer’s name in column (3) of the Schedule of Buyers) and the related Warrants Warrant (initially for such number of Warrant Shares as is set forth across from such Buyer’s name in such amounts as such Buyer shall requestcolumn (4) of the Schedule of Buyers) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Xxxxxx Xxxxxxx Xxxxx & Schole Xxxxxx LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretoreasonably acceptable to such Buyer. (ciii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing certified copy of the Company in the State Certificate of Delaware issued Incorporation as certified by the Delaware Secretary of State within twenty (or comparable office) of such jurisdiction as of a date within ten (1020) days of the Closing Date. (div) The Company shall have delivered to such Buyer a certificate, in the form reasonably acceptable to such Buyer, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with 3(b) as duly adopted by the Company’s Board board of Directors relating directors in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing Closing. (v) 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. (iiivi) The Company shall have executed and delivered the matters set forth in Section 7(e)security agreement, in the form attached hereto as Exhibit D.C (the “Security Agreement”), together with all deliverables required thereunder. (evii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, Interest Shares and Warrant Shares. (viii) The Collateral Agent shall have received the following: (A) copies of proper financing statements (showing the Company as “debtor” and the Collateral Agent as “secured party”) duly authorized and suitable for filing under the UCC of all jurisdictions that the Collateral Agent may deem reasonably necessary or desirable in order to perfect the Liens of the Collateral Agent contemplated by the Transaction Documents; (B) copies of a UCC search report dated such a date as is reasonably acceptable to the Collateral Agent, listing all effective financing statements which name the Company, under its present name and any previous names, as debtor; (C) such other certificates, schedules, resolutions, opinions of counsel, notes and other documents which are provided for hereunder or under any other Transaction Document or which the Collateral Agent shall reasonably require, including, but not limited to, the documentation and evidence of satisfaction for all conditions for all other credit being provided by the Buyer to the Company on the date hereof. (ix) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect 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 true and correct in all respects) as of the date when made hereof and as of the such Closing Date as though made at that time and as of such Closing Date (except for to the extent such representations and warranties that expressly speak as of a specific date an earlier date, which shall be true and correct in all material respects as of such specified date) and the Company ). Such Buyer shall have performedreceived a certificate, satisfied and complied in all respects with the covenants, agreements and conditions required duly certified by the Transaction Documents to be performedChief Executive Officer of the Company, satisfied or complied with by the Company at or prior to dated as of the Closing Date, to the foregoing effect. (fx) The Company shall have delivered to such Buyer such other documents relating a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Business Day immediately prior to the Closing Date. (xi) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), 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. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including, those required by the Principal Market, if any, except as set forth in Section 8 of this Agreement. (xiii) 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. (xiv) Since the date of execution of this Agreement Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (xv) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such Buyer service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its counsel may reasonably requesteffect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents and Documents, (iiB) the Membership Interests Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) and the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Xxxxxx & Schole Xxxxxxx, LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as in form and substance reasonably satisfactory to the due authorization and valid issuance such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Securities (but which shall not include a “10b-5” opinion) substantially Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached as Exhibit C hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (civ) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its domestic Subsidiaries in the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) days of the Closing Date. (dv) 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 is required to qualify as a foreign corporation, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State (or comparable office) of the State of Delaware within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.E. (eviii) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F. (ix) 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. (fx) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) The Company shall have delivered to each Buyer a lock-up agreement in the form attached hereto as Exhibit G executed and delivered by each of the directors and named executive officers of the Company set forth on Schedule 7(xii) (collectively, the “Lock-Up Agreements”). (xiii) The Company shall have executed and delivered to such Buyer the Control Agreement (as defined in the Notes) by and among the Company, a bank acceptable to the Buyers’ Representative and the Buyers’ Representative, in form and substance acceptable to the Buyers’ Representative. (xiv) The Company shall have obtained the consent and waivers disclosed in Schedule 3(b) and Schedule 3(d) from the requisite parties to the Seventh Amended and Restated Investors Rights Agreement (the “XXX”) by and among the Company and the parties thereto in order to eliminate any conflicts between the terms of the XXX and the transactions contemplated hereby, including, without limitation, the execution and delivery of the Registration Rights Agreement and the consummation of the transactions contemplated thereby. (xv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company Ocuphire with prior written notice thereof: (a) The Company Ocuphire shall have duly executed and delivered to such Buyer (iA) each of the Ocuphire Transaction Documents and (iiB) the Membership Interests Common Shares (allocated in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) ), being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Rexahn shall have duly executed and delivered to such Buyer each of the Rexahn Transaction Documents (other than the Warrants). (c) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, the CompanyOcuphire’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) substantially in the form attached as Exhibit C heretoand substance substantially identical to the opinion agreed to between Ocuphire and the Lead Investor on or prior to the date hereof. (cd) The Company Such Buyer shall have received the opinion of Xxxxx Lovells US LLP, Rexahn’s outside counsel, dated as of the Closing Date, in the form and substance substantially identical to the opinion agreed to between Rexahn and the Lead Investor on or prior to the date hereof. (e) Rexahn shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions in escrow to be released upon the effectiveness of the Merger, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent. (f) Each of Ocuphire and Rexahn shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company Ocuphire and Rexahn in the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within ten (10) calendar days of prior to the Closing Date. (dg) The Company Each of Ocuphire and Rexahn shall have delivered to such Buyer a certificate evidencing its qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of the jurisdiction in which it has its headquarters, as of a date within ten (10) calendar days prior to the Closing Date. (h) Each of Ocuphire and Rexahn shall have delivered to such Buyer a certified copy of the Ocuphire Certificate of Incorporation and the Rexahn Certificate of Incorporation, respectively, as certified by the Secretary of State (or comparable office) of its jurisdiction of formation within ten (10) calendar days prior to the Closing Date. (i) Each of Ocuphire and Rexahn shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company its Secretary and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) or Section 4(b), respectively, as duly adopted by the Company’s Board its board of Directors relating to the transactions contemplated hereby as in effect at the Closingdirectors, (ii) the Operating Agreement and the Ocuphire Certificate of FormationIncorporation or the Rexahn Certificate of Incorporation, respectively, and (iii) the Ocuphire Bylaws and Rexahn Bylaws, respectively, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.F. (ej) The representations and warranties of the Company each of Ocuphire and Rexahn shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality materiality, Rexahn Material Adverse Effect or Ocuphire Material Adverse Effect, which are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, Rexahn Material Adverse Effect or Ocuphire Material Adverse Effect, which are true and correct in all respects) as of such specified date) and the Company each of Ocuphire and Rexahn shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company it at or prior to the Closing Date. Such Buyer shall have received certificates, executed by the Chief Executive Officer of each of Ocuphire and Rexahn, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit G. (k) Each of Ocuphire and Rexahn shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit H (collectively, the “Lock-Up Agreements”), executed by any Person that will be subject to Section 16 of the 1934 Act with respect to Rexahn immediately following the consummation of the Merger. (fl) Rexahn shall have delivered to such Buyer a letter from its Transfer Agent certifying the number of shares of Rexahn Common Stock outstanding as of a date within five (5) calendar days of the Closing Date. (m) The Company proposed Merger between Ocuphire and Rexahn shall occur immediately following the Closing and the Rexahn Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements or initial listing requirements of the Principal Market. (n) Each of Ocuphire and Rexahn shall have obtained all stockholder, governmental, regulatory or other third party consents and approvals, including, without limitation, approval of the Principal Market, necessary for the completion of the Merger and the sale of the Securities, including, without limitation, in the case of Rexahn, any and all stockholder approval required by the Principal Market 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. (o) All conditions precedent to the closing of the Merger contained in the Draft Merger Agreement, other than any conditions precedent relating to consummation of the transactions contemplated by this Agreement, shall have been satisfied or waived. (p) The Final Form S-4 shall have 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 Final Form S-4 that has not been withdrawn. (q) The Securities Escrow Agreement shall have been executed and delivered to such Buyer by the other parties thereto. (r) Ocuphire shall have issued the Additional Common Shares in escrow in the name of the Escrow Agent in accordance with the terms of the Securities Escrow Agreement. (s) Such Buyer shall have received Ocuphire’s wire instructions on Ocuphire’s letterhead duly executed by an authorized executive officer of Ocuphire. (t) Each Buyer shall have delivered to Ocuphire a leak-out agreement, in the form attached hereto as Exhibit I, executed by each Buyer (the “Leak-Out Agreements”). (u) Rexahn shall have a number of shares of Rexahn Common Stock equal to the Required Reserve Amount available in its authorized capital and reserved for issuances under the Transaction Documents. (v) Those certain notes set forth in the Conversion Agreement shall have been converted into Ocuphire Common Stock. (w) Ocuphire shall have delivered written notice to the Escrow Agent, with a copy of such notice to the Lead Investor, that the Closing is occurring on the Closing Date. (x) Each of Ocuphire and Rexahn shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants its 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: (ai) 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 Membership Interests Company shall have duly executed and delivered to such Buyer a Note (in such amounts original principal amount as is set forth across from such Buyer shall requestBuyer’s name in column (3) and of the related Warrants (in such amounts as such Buyer shall requestSchedule of Buyers) being purchased by such Buyer at the Closing pursuant to this Agreement. (bii) The Company has received subscriptions in the form of this Agreement and like Securities Purchase Agreements for the purchase of not less than $6,500,000 in principal amount, the funds of which have been deposited in an escrow account established with U.S. Bank National Association, as the Escrow Agent, pursuant to the terms of the Escrow Agreement. (iii) Such Buyer shall have received the an opinion of Ellenoff Xxxxxxxx GTC Law Group CA LLP & Schole LLPAffiliates, the Company’s outside counsel (“Company Counsel”)counsel, dated as the date of the Closing Date, as to the due authorization and valid issuance of the Securities (but Note to such Buyer, stating that the Company is duly incorporated, the Transaction Documents have been duly authorized, and that the Conversion Shares, if and when issued will be duly authorized, fully paid and non-assessable, which shall not include a “10b-5” opinion) substantially opinion may be subject to such assumptions and conditions as are normally set forth in the form attached as Exhibit C heretoopinions of legal counsel in respect of such matters. (civ) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State each jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (dv) 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 Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the Company’s jurisdiction of incorporation within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a copy of evidence reasonably satisfactory to such Buyer, that STI has exchanged all of its 300,000 Class C Units in the LLC for the STI Note, which shall be in similar form as the Notes and shall be secured by a perfected, first priority security interest in the Collateral but subordinated in right of payment to the Notes sold to the Buyers pursuant to the Subordination Agreement. (viii) The Company shall have delivered to such Buyer a fully executed copy of the Subordination Agreement. (ix) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (iA) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board board of Directors relating directors in a form reasonably acceptable to such Buyer, (B) the transactions contemplated hereby Certificate of Incorporation of the Company and (C) the Bylaws of the Company as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.. (ex) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (fxi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (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 such Buyer copies of appropriate financing statements on Form UCC-1 to be duly filed in such office or offices and in the offices of the United States Patent and Trademark Office as may be necessary or, in the opinion of the Buyers, desirable to perfect the security interests purported to be created by each Security Document. (xv) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer (A) true copies of UCC search results, listing all effective financing statements which name as debtor the Company filed in the prior five (5) years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Buyers, shall cover any of the Collateral (as defined in the Security Documents) and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens (as defined in the Security Documents); and (B) a perfection certificate, duly completed and executed by the Company, in form and substance satisfactory to the Buyers. (xvi) The Company shall not have amended, modified, waived compliance with or terminated, revoked or rescinded in any manner or respect (and the Company shall not have taken any action, or permitted any action to be taken (whether through the Company’s inaction or otherwise), that has a similar effect to any of the foregoing) any provision of any of material agreements and all of such agreements shall be in full force and effect. (xvii) The Company shall have delivered to such Buyer a letter dated as of the Closing Date, in the form acceptable to such Buyer, executed by the Company (the “Disclosure Letter”); and (xviii) The Company shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants its Convertible Debentures at the each Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions; provided, 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: (a) 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 Membership Interests (in such amounts as Company shall have duly executed and delivered to such Buyer shall request) and a Convertible Debenture with a principal amount corresponding to the related Warrants (in Subscription Amount set forth opposite such amounts Buyer’s name on Schedule of Buyers attached as such Buyer shall request) being purchased by such Buyer at Schedule I for the Closing pursuant to this AgreementClosing. (b) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx & Schole LLP, counsel to the Company, dated as of the First Closing Date, in the form reasonably acceptable to such Buyer which shall include but not be limited to whether the Company is an issuer defined as a “Shell Company,” as defined in paragraph (i)(1)(i) of Rule 144 or has been at any time previously an issuer defined as a “Shell Company.” (c) The Company shall have provided to the Investor an executed Officer’s outside counsel (“Company Counsel”), Certificate in a form satisfactory to the Investor and dated as of the Closing Date, as to (i) the due authorization and valid issuance Company’s Certificate of Incorporation, (ii) the By-laws of the Securities Company, (but which shall not include iii) the resolutions as adopted by the Company’s Board of Directors in a “10b-5” opinionform reasonably acceptable to the Investor, and (iv) substantially the Company’s Certificate of Good Standing, each as in effect at the form attached as Exhibit C heretoClosing. (cd) The Company’s controlling stockholder shall have provided the Investor a written agreement acknowledging his agreement to not sell, transfer, or otherwise dispose of his controlling block of shares including but not limited to preferred shares, or issue, assign, grant, or otherwise transfer such voting rights associated with such block of shares. (e) The Company’s controlling stockholder shall have provided the Investor a written agreement to vote in favor of any reverse stock splits that may be triggered under the Transaction Documents. (f) The Company’s controlling stockholder shall have provided the Investor a written agreement acknowledging his agreement to not accept any payments in cash, shares of Common Stock, securities or otherwise of any debts or obligations of any kind owed to him by the Company. (g) The Company shall have delivered to each Buyer copies of its and each Subsidiaries certified copies of its charter, as well as any stockholder or operating agreements by or among the stockholders, shareholders, or members of any of the Company’s Subsidiaries. (h) The Company shall have delivered to such Buyer a certificate evidencing the formation incorporation and good standing of the Company in the State of Delaware issued by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing Date. (d) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to the transactions contemplated hereby as in effect at the Closing, (ii) the Operating Agreement Each and the Certificate of Formation, each as in effect at the Closing every representation and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D. (e) The representations and warranties warranty of the Company shall be true and correct in all material respects (except for those other than representations and warranties that are qualified by materiality or Material Adverse Effectmateriality, which are shall be true and correct in all respects) as of the date when made and as of the each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions set forth in each Transaction Document required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the each Closing Date. (fj) 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 each 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 each 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. (k) 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. (l) 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. (m) Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably be expected to result in a Material Adverse Effect, or an Event of Default (as defined in the Convertible Debentures). (n) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the maximum number of Conversion Shares issuable pursuant to the Convertible Debentures to be issued at the Closing. (o) Such Buyer shall have received a letter, duly executed by an officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Closing Statement”). (p) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing) and (ii) at any time from the date hereof to the applicable 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. (q) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (r) Solely with respect to the Second Closing, the later of (i) the Registration Statement shall be effective in accordance with the provisions set forth in the Registration Rights Agreement, including the effectiveness deadline set froth therein and (ii) November 1, 2021.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants its Shares at the a Closing is subject to the satisfaction, at or before the applicable 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: (ai) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer either (A) a certificate registered in such Buyer’s name (representing the number of Shares as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers) or (B) an irrevocable instruction letter to the Company’s transfer agent to issue a certificate registered in such Buyer’s name (representing the number of Shares as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers) and deliver such certificate to the Buyer as soon thereafter as possible. (ii) the Membership Interests (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (b) Such Buyer The Buyers shall have received the an opinion of Ellenoff Xxxxxxxx & Schole Xxxxxxxxx Xxxxxxx, LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as the date of the Closing DateInitial Closing, as stating that the Company is duly incorporated, the Transaction Documents have been duly authorized, that the Shares are be duly authorized, fully paid and non-assessable and that the Conversion Shares, if and when issued will be duly authorized, fully paid and non-assessable, which opinion may be subject to the due authorization such assumptions and valid issuance conditions are normally set forth in opinions of the Securities (but which shall not include a “10b-5” opinion) substantially legal counsel in the form attached as Exhibit C heretorespect of such matters. (ciii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in the State its jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the such Closing Date. (div) The Company shall have delivered to such Buyer a certificate or other reasonably acceptable evidence 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 such Closing Date. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the Company’s jurisdiction of incorporation within ten (10) days of such Closing Date. (vi) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by a Managing Partner the Secretary of the Company and dated as of the Initial Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board board of Directors relating directors in a form reasonably acceptable to such Buyer, (ii) the transactions contemplated hereby Certificate of Incorporation of the Company and (iii) the Bylaws of the Company as in effect at the Closing, (ii) the Operating Agreement and the Certificate of Formation, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.. (evii) The representations Each and warranties every representation and warranty of the Company shall be true and correct as of the applicable Closing Date in all material respects (except for those representations and warranties that are qualified by include an express materiality or Material Adverse Effectqualification, which are shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (respects and, except for further, representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date (except for covenants, agreements and conditions that include an express materiality qualification, which shall performed, satisfied or complied in all respects. Such Buyer shall have received a certificate, executed by the President of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form reasonably acceptable to such Buyer. (fviii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (ix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (x) 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. (xi) The Company shall not have amended, modified, waived compliance with or terminated, revoked or rescinded in any manner or respect (and the Company shall not have taken any action, or permitted any action to be taken (whether through the Company’s inaction or otherwise), that has a similar effect to any of the foregoing) any provision of any of material agreements and all of such agreements shall be in full force and effect. (xii) The Company shall have delivered to such Buyer a letter dated as of the Initial Closing Date, in a form reasonably acceptable to such Buyer, executed by the Company (the “Disclosure Letter”). (xiii) The Company shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (xiv) A minimum of 2,400,000 Shares, for the minimum gross proceeds of $6,000,000, are purchased by the Buyers at the Initial Closing.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Membership Interests Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (iii) and the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. The Trustee shall have executed and delivered the Indenture to the Company. (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Xxxxxx, Xxxxx & Schole Xxxxxxx LLP, the Company’s outside counsel (“Company Counsel”)counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit D attached as Exhibit C hereto. (ciii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C 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 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 the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction jurisdiction, as of a date within 10 days of the Closing Date. (v) 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 of California, which is the only jurisdiction in which the Company conducts business and is required to so qualify, as of a date within 10 days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date. (dvii) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions consistent with Section 3(b) as duly adopted by the Company’s Board of Directors relating in a form reasonably acceptable to the transactions contemplated hereby as in effect at the Closingsuch Buyer, (ii) the Operating Agreement and the Certificate of FormationIncorporation and (iii) the Bylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e)Closing, in the form attached hereto as Exhibit D.E. (eviii) 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 are shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, to the foregoing effect in the form attached hereto as Exhibit F. (ix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (fx) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) 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. (xii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Membership Interests and the related Warrants Units at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 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: (ai) The Company shall have executed and delivered to such Buyer (iA) each of the Transaction Documents Documents, and (iiB) the Membership Interests (in such amounts as such Buyer shall request) and the related Warrants Units (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.. SECURITIES PURCHASE AGREEMENT (bii) Such Buyer shall have received the opinion of Ellenoff Xxxxxxxx Xxxxxxxxxx & Schole Xxxxx LLP, the Company’s outside counsel (“Company Counsel”)corporate counsel, dated as of the Closing Date, as to the due authorization and valid issuance of the Securities (but which shall not include a “10b-5” opinion) in substantially in the form of Exhibit E attached as Exhibit C hereto. (ciii) 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 the State such entity’s jurisdiction of Delaware formation issued by the Secretary of State (or comparable office) of such jurisdiction as of a date within ten (10) days of the Closing Datejurisdiction. (div) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Nevada. (v) The Company shall have delivered to such Buyer a certificate, executed by a Managing Partner the Chief Executive Officer of the Company and dated as of the Closing Date, certifying as to (i) the resolutions as duly adopted by the Company’s Board of Directors relating to approve the transactions contemplated hereby as in effect at the Closingby this Agreement, (ii) the Operating Agreement Articles of Incorporation and (iii) the Certificate of FormationBylaws, each as in effect at the Closing and (iii) the matters set forth in Section 7(e), in the form attached hereto as Exhibit D.Closing. (evi) 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 are true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect a form of which is attached hereto as Exhibit F. (vii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, except for post-closing securities filings or notifications required to be made under federal or state securities laws. (fviii) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or by the other Transaction Documents. (ix) No stop order or suspension of trading shall have been imposed by the Principal Market, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (x) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.