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 Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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. (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 and the Warrants. (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 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: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (iib) Such Buyer shall have received the opinion of Dxxxxx Xxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D E attached hereto. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C H attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each of its Subsidiaries in the Companysuch corporation’s state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. (ve) The Common Stock (Ii) shall be listed on the Principal Market and (IIii) 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. (vif) 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. (g) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation Incorporation, and (iii) the BylawsBylaws of the Company, each as in effect at the Closing, in the form attached hereto as Exhibit E.F. (viih) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F.G. (viiii) 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. (ix) The Company 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 delivered to such Buyer such other documents relating to 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 Common Shares 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: (i) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents and (iiB) the Common Shares Notes (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 Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, substantially in the form of attached hereto as Exhibit C attached heretoD, 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 incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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 . (iv) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have received a certificatebeen suspended, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to by the foregoing effect and 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 to such other matters as may be reasonably requested by such Buyer in of the form attached hereto as Exhibit F.Closing Date. (viiiv) 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 WarrantsSecurities. (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 Common 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: (ia) The Company shall have duly (i) executed and delivered to such Buyer (i) each of the Transaction Documents and Documents, (ii) electronically delivered the Common Purchased Shares (in such amounts as being purchased by such Buyer shall requestat the Closing pursuant to this Agreement and (iii) executed and delivered the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) Such Buyer shall have received the opinion opinions of Dxxxxx LLP, the Company’s US counsel for the Company (“Company Counsel”)and British Virgin Islands counsel, dated as of the Closing Date, each in substantially a form reasonably acceptable to the form of Exhibit D attached heretoBuyers. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C B attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing (if applicable) of the Company and each of its Subsidiaries in the Companysuch corporation’s state jurisdiction of incorporation issued by the Secretary of State or other comparable authority of such jurisdiction of incorporation as of a date within 10 days of the Closing Date. (ve) The Common Stock (Ii) shall be listed on the Principal Market and (IIii) 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. (vif) The Company shall have delivered to such Buyer a certified copy of the Memorandum and Articles of Association and Certificate of Incorporation, as amended to date (the “Certificate of Incorporation”) as certified by appropriate authority under the laws of the British Virgin Islands within 10 days of the Closing Date. (g) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) this transaction as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the BylawsMemorandum and Articles of Association of the Company, each as in effect at the Closing, in the form attached hereto as Exhibit E.C. (viih) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F.D. (viiii) 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 Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares Purchased Shares, the Warrants and the WarrantsWarrant Shares. (ixk) The Registration Statement shall be effective and available for the issuance and sale of the Purchased Shares hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder. (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 Common Shares Shares, Warrants and the related Additional 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 thereofdiscretion: (ia) The Company shall have duly executed this Agreement and the Registration Rights Agreement, and delivered the same to such Buyer (i) each of the Transaction Documents and (ii) the 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 AgreementBuyer. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (vb) The Common Stock (I) shall be listed and authorized for trading on AMEX, and trading in the Principal Market and (II) Common Stock issuable upon exercise of the Warrants to be traded on AMEX shall not have been suspended, as of the Closing Date, 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, 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 MarketAMEX. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viic) The representations and warranties 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 is already qualified by as to materiality or Material Adverse Effectin Section 3 above, in which case such representations and warranties shall be true and correct in all respectswithout further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific 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 this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer or 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 including, without limitation, an update as Exhibit F. (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 and Closing Date regarding the Warrantsrepresentation contained in Section 3(c) above. (ixd) Each Buyer shall have received and be an addressee on the opinion of O'Melveny & Myerx xxxed as of the Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit E attached hereto. (e) The Company shall have delivered to such Buyer the Stock Certificates (in such other documents relating to the transactions contemplated by this Agreement denominations as such Buyer shall request) for the Common Shares purchased by such Buyer at the Closing. (f) The Company shall have executed and delivered to such Buyer the Warrants and Additional Warrants being purchased by such Buyer at the Closing. (g) The Board of Directors of the Company shall have adopted the resolutions in substantially the form of Exhibit F attached hereto. (h) 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 exercise of the Warrants and Additional Warrants, shares of Common Stock to provide for the issuance of the Warrant Shares in accordance with the terms of this Agreement, the Warrants and Additional Warrants. (i) The transactions contemplated hereby shall not violate any law, regulation or its counsel may reasonably requestorder then in effect and applicable to Buyers or the Company.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (ii) Such Buyer shall have received the opinion of Dxxxxx Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP, the Company’s outside counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company and each of its operating Subsidiaries in the Companysuch corporation’s state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 30 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certified copy of the Restated Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within 30 days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Restated Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viiviii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F. (viiiix) 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. (ixx) 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 Common Shares 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: (i) 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 Common Shares 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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached heretoacceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iviii) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (IA) shall be designated for quotation or listed (as applicable) on the Principal Market and (IIB) 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 (AI) in writing by the SEC or the Principal Market or (BII) by falling below the minimum listing maintenance requirements of the Principal Market. (viiv) 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. (v) The Company shall have delivered obtained approval of the Principal Market to such Buyer a certificatelist or designate for quotation the Conversion Shares. (vi) The Collateral Agent shall have received the Security Agreement, duly executed by the Secretary Company and each of its Subsidiaries, together with the original stock certificates representing all of the Company equity interests and dated as of the Closing Date, as all promissory notes required to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.be pledged thereunder, (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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 certificateletter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, dated as setting forth the wire amounts of each Buyer and the wire transfer instructions of the Closing Date, to Company (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. (viii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale “Flow of the Common Shares and the WarrantsFunds Letter”). (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 Common Shares 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: (ia) The Company shall have duly (i) executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party, and (ii) executed and delivered the Common Shares (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. (iib) Such Buyer shall have received the opinion opinions of Dxxxxx LLP, the Company’s US counsel for the Company (“Company Counsel”)and British Virgin Islands counsel, dated as of the Closing Date, each in substantially a form reasonably acceptable to the form of Exhibit D attached heretoBuyers. (iiic) 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. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing (if applicable) of the Company and each of its Subsidiaries in the Companysuch corporation’s state jurisdiction of incorporation issued by the Secretary of State or other comparable authority of such jurisdiction of incorporation as of a date within 10 days of the Closing Date. (ve) The Company Common Stock (Ii) shall be listed on the Principal Market and (IIii) 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. (vif) The Company shall have delivered to such Buyer a certified copy of the Memorandum and Articles of Association and Certificate of Incorporation, as amended to date (the “Certificate of Incorporation”) as certified by appropriate authority under the laws of the British Virgin Islands within 10 days of the Closing Date. (g) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) this transaction as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the BylawsMemorandum and Articles of Association of the Company, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viih) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F. (viiii) 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 five days of the Closing Date. (j) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares Notes, the Conversion Shares, the Warrants and the WarrantsWarrant Shares. (ixk) 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 hereunder, as applicable, to amend and restate the Bridge Facility and the Original Note Agreement in accordance herewith and to purchase the Common Shares Notes, the Series A Warrants and the related Series B Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and Documents, (ii) (x) the Common Shares Notes being acquired by such Buyer at the Closing pursuant to this Agreement (in such principal amounts as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers), if any, (y) the Series A Warrants (allocated in such amounts as such Buyer shall request) being acquired by such Buyer at the Closing pursuant to this Agreement, if any, and (z) the related Series B Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, if any. (iib) The Company shall have delivered to Prentice Management the Prentice Note Fee by wire transfer of immediately available funds pursuant to the wire instructions provided by Prentice Management. (c) The Company shall have delivered to each Bridge Lender the Outstanding Interest Amount payable to such Bridge Lender under the Bridge Facility as of the Closing Date by wire transfer of immediately available funds pursuant to the wire instructions provided by each such Bridge Lender. (d) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP the Company (“Company Counsel”)Company’s outside counsel, dated as of the Closing Date, in substantially the form of Exhibit D E attached hereto. (iiie) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (ivf) The Company shall have delivered to such Buyer a certificate evidencing the incorporation formation and good standing of the Company and each of its Subsidiaries in the Companyeach such entity’s state jurisdiction of incorporation formation issued by the Secretary of State (or equivalent) of such jurisdiction of formation as of a date within 10 ten (10) days of the Closing Date. (vg) The Common Stock 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 (I10) shall be listed on the Principal Market and (II) shall not have been suspended, as days 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. (vih) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (ix) the resolutions consistent with Section 3(b) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (iiy) the Certificate of Incorporation and (iiiz) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.F. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the 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 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, 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.G. (viiij) 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. (k) 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, except as disclosed on Schedule 3(n), 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. (l) 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 Securities. (m) Concurrently with the Warrants. (ix) The Company shall have delivered to such Buyer such other documents relating to Closing hereunder, the transactions contemplated by this the Xxxxxxxxx Agreement as such Buyer or its counsel may reasonably requestshall have been consummated.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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 AgreementDocuments. (iib) Such Buyer shall have received the an opinion of Dxxxxx Xxxxxx LLP, U.S. counsel for the Company (“Company Counsel”)Company, and an opinion of Xxxx & Staehelin, Swiss counsel for the Company, in forms reasonably satisfactory to the Buyers, dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (vc) The Common Stock Shares (Ii) shall be listed on the Principal Market and (IIii) 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. (vid) The Company shall have delivered to such Buyer (i) a copy of the resolution adopted by the Company’s board of directors in connection with the issuance of the Securities and (ii) a certificate, executed by the Secretary an Officer of the Company and dated as of the Closing Date, as to (iDate certifying the matters set forth in Sections 7(e) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.7(f). (viie) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by . (f) Subject to the Chief Executive Officer registration of the Company, dated as Securities to be issued under this Agreement having been validly registered in the Commercial Registry of the Closing DateSwiss canton of Geneva, 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. (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 and the Warrants. (ix) The Company 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 delivered to such Buyer such other documents relating to 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 Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (ii) Such Buyer shall have received the opinion of Dxxxxx Xxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D E attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto, 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 incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (Ii) shall be listed on the Principal Market Nasdaq and (IIii) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market Nasdaq from trading on the Principal Market Nasdaq nor shall suspension by the SEC or the Principal Market Nasdaq have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market Nasdaq or (B) by falling below the minimum listing maintenance requirements of the Principal MarketNasdaq. (viv) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b3(c) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.. (viivi) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made 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.Buyer. (viiivii) 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. (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. (a) The obligation of each Buyer hereunder to purchase the Common Shares Initial Notes and the related Initial Warrants at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each such Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company and each Buyer with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents Documents, and (ii) delivered the Common Shares (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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (I) shall be designated for quotation on the Nasdaq National Market or listed on the Principal Market NYSE, and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market suspended from trading on the Principal Market or delisted from such exchanges nor shall delisting or suspension by the SEC or the Principal Market such exchanges have been threatened, as of the Closing Date, threatened either (A) in writing by the SEC or the Principal Market such exchanges or (B) by falling below the minimum listing maintenance requirements of such exchanges and the Principal MarketCompany has complied with the listing requirements of the Nasdaq National Market for the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of the Initial Notes and the Initial Warrants, as the case may be. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company contained herein shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Initial Closing Date as though 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 Initial Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer may reasonably request, including, without limitation, an update as of the Initial Closing Date regarding the representation contained in Section 3(c) above. (iv) Such Buyer shall have received the opinion of Xxxxxxxx & Xxxxx P.C. dated as of the Initial Closing Date, in substantially the forms of Exhibit D attached hereto. --------- (v) The Company shall have executed and delivered to such Buyer the Note Certificates for the Initial Notes and the Initial Warrants being purchased by the Buyer at the Initial Closing. (vi) The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form attached hereto as Exhibit F.reasonably acceptable to such Buyer (the "Resolutions"). (vii) As of the Initial 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 Initial Notes and exercise of the Initial Warrants, at least shares of Common Stock. (viii) The Company Irrevocable Transfer Agent Instructions with respect to the Conversion Shares and Warrant Shares, in the form of Exhibit E --------- attached hereto, shall have obtained all governmental, regulatory or third party consents been delivered to and approvals, if any, necessary for acknowledged in writing by the sale of the Common Shares and the WarrantsCompany's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation or organization and good standing or existence of the Company and each Subsidiary in such corporation's or limited liability company's state of incorporation or organization issued by the Secretary of State of such state of incorporation or organization as of a date within ten days of the Initial Closing Date. (x) The Company shall have delivered to such Buyer a secretary's certificate certifying as to (A) the Resolutions, (B) the Certificate of Incorporation and (C) the By-laws, each as in effect at the Initial Closing Date. (xi) The Company shall have delivered to such Buyer a certified copy of its Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten days of the Initial Closing Date. (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 Initial Closing Date. (xiii) The Company and Bank of America (the "Bank") shall have delivered a copy of an executed waiver, waiving the Bank's right, as defined pursuant to that certain Loan Agreement dated as of December 31, 1998 between the Company and the Bank (the "Loan Agreement"), upon any event of default which has occurred prior to, or may be continuing on, the Initial Closing Date, such waiver to be in a form acceptable to the Buyers. (xiv) The Company, the Bank and such Buyer shall have executed a standstill agreement whereby the Bank agrees not to exercise its rights under the Loan Agreement upon an event of default prior to the day which is on and after 165 days after the Initial Closing Date (the "Standstill Agreement"), such Standstill Agreement to be acceptable to the Buyer. (xv) The Company shall have delivered to the Buyers such other documents relating to the transactions contemplated by this Agreement the Transaction Documents as such Buyer the Buyers or its their counsel may reasonably request. (b) The obligation of each Buyer hereunder to purchase the Additional Notes and the Additional Warrants at the Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company and each Buyer with prior written notice thereof: (i) The Company shall have complied with the requirements of Section 1(c) and all of the Additional Notice Conditions set forth in Section 1(d) shall have been satisfied as of the Additional Closing Date. (ii) The Common Stock shall be designated for quotation on the Nasdaq National Market or listed on NYSE, and shall not have been suspended from trading on or delisted from such exchanges nor shall delisting or suspension by such exchanges have been threatened either (A) in writing by such exchanges or (B) by falling below the minimum listing maintenance requirements of such exchanges and the Company has complied with the listing requirements of the Nasdaq National Market for the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of the Additional Notes and the Additional Warrants, as the case may be. (iii) The representations and warranties of the Company contained herein shall be true and correct as of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied 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 Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Additional Closing Date, to the foregoing effect and as to such other matters as such Buyer may reasonably request, including, without limitation, an update as of the Additional Closing Date regarding the representation contained in Section 3(c) above. (iv) Such Buyer shall have received the opinion of Xxxxxxxx & Xxxxx, P.C. dated as of the Additional Closing Date, in substantially the forms of Exhibit D attached hereto. --------- (v) The Company shall have executed and delivered to such Buyer the Note Certificates for the Additional Notes and the Additional Warrants being purchased by the Buyer at the Additional Closing. (vi) The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to such Buyer (the "Resolutions"). (vii) As of the Additional Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, at least the sum of (A) 200% of the number of Conversion Shares issuable upon the conversion of the Notes (as if the Additional Notes were issued and outstanding) and (B) the number of Warrants Shares issuable upon exercise of the Warrants (as if the Additional Warrants were issued and outstanding). (viii) The Irrevocable Transfer Agent Instructions with respect to the Conversion Shares and the Warrant Shares, in the form of Exhibit E --------- attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Additional Closing Date. (x) The Company shall have delivered to such Buyer a secretary's certificate certifying as to (A) the Resolutions, (B) the Certificate of Incorporation and (C) the By-laws, each as in effect at the Additional Closing Date. (xi) The Company shall have delivered to such Buyer a certified copy of its Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten days of the Additional Closing Date. (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 Additional Closing Date. (xiii) The Registration Statement registering no less than the sum of (A) 200% of the number of Conversion Shares then issuable upon the conversion of all outstanding Notes (including the Additional Notes as if they were issued and outstanding and without regard to any limitations on conversion), (B) the number of Warrant Shares then issuable upon exercise of all outstanding Warrants (including the Additional Warrants as if they were issued and outstanding and without regard to any limitations on exercise) and (C) the number of Conversion Shares and Warrant Shares that are then held by the Buyers shall have been declared effective by the SEC and shall be available for resale for all the Registrable Securities. (xiv) the Company shall have received shareholder approval of the issuance of the Conversion Shares and Warrant Shares consistent with the requirements of Section 4(k). (xv) The Company shall have delivered to the Buyers such other documents relating to the transactions contemplated by the Transaction Documents as the Buyers or their counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (ii) Such Buyer shall have received the opinion of Dxxxxx Dechert LLP, the Company’s outside counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company and each of its operating Subsidiaries in the Companysuch corporation’s state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (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 10 days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viiviii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F. (viiiix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five Business Days of the Closing Date. (x) 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. (ixxi) 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 Common 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: (i) The Company shall have duly (i) executed and delivered to such Buyer (i) each of the Transaction Documents Documents, and (ii) delivered the Common Purchased 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. (ii) Such Buyer shall have received the opinion of Dxxxxx Xxxxxx, Xxxxx & Xxxxxxx LLP, the Company’s outside counsel for the Company (“Company Counsel”), dated as of the Closing Date, substantially in substantially the form of attached hereto as Exhibit D attached hereto.A. (iii) The Company shall have delivered to such Buyer a copy letter from a reputable service company stating that a verbal good standing has been obtained from the Pennsylvania Secretary of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto, which instructions shall have been delivered Commonwealth with respect to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the Company’s state and each of incorporation issued by the Secretary of State its Subsidiaries as of a date within 10 days of the Closing Date. (viv) 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 listing maintenance requirements of the Principal Market. (viv) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) this transaction as adopted by the Company’s Board of Directors or a committee thereof in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation Articles and (iii) the BylawsBylaws of the Company, each as in effect at the Closing, in the form attached hereto as Exhibit E.B. (viivi) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer or 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 F.C. (viiivii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Purchased Shares. (viii) The Registration Statement shall be effective and available for the issuance and sale of the Purchased Shares hereunder and the WarrantsCompany shall have delivered to such Buyer the Prospectus required thereunder. (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 Common Shares and the related Warrants its 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 Issuer and the Guarantor with prior written notice thereof: (i) The Company Issuer and the Guarantor shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and Registration Rights Agreement, (ii) the Common Shares Issuer and the Guarantor shall have duly executed and delivered the Indenture, and shall have caused the Trustee to execute and deliver the Indenture, (iii) the Issuer shall have executed the global note representing the Notes (the “Global Note”) and shall have caused the Trustee to authenticate the Global Note in such amounts as accordance with the terms of the Indenture and (iv) the Issuer shall have caused the Trustee to deliver to such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being aggregate principal amount of Notes through the facilities of DTC purchased by such Buyer at as set forth on the Closing pursuant to this AgreementSchedule of Buyers. (iib) Such Buyer shall have received the opinion of Dxxxxx Xxxxxx LLP, counsel for the Company (“Company Counsel”)Guarantor’s special U.S. securities counsel, and Meitar Law Offices, the Guarantor’s special Israeli counsel, in each case, dated as of the Closing Date, in substantially the form of Exhibit D attached heretoand substance reasonably acceptable to such Buyer. (iiic) The Company Guarantor shall have delivered to such Buyer a copy company extract 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation Guarantor issued by the Secretary Registrar of State Companies of Israel as of a date within 10 ten (10) days of the Closing Date. (vd) 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 listing maintenance requirements of the Principal Market. (vi) The Company Issuer shall have delivered to such Buyer (A) a certificatecertified copy of the certificate of incorporation of the Issuer, executed (B) a certificate evidencing the Issuer’s good standing issued by the Secretary of State of the Company State of Delaware and (C) a certificate evidencing the Issuer’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of the Commonwealth of Massachusetts, each dated as of a date within ten (10) days of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.. (viie) The representations Each and warranties every representation and warranty of the Company Guarantor and the Issuer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified specific date) and the Company Guarantor and the Issuer 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 respective party at or prior to the Closing Date. Such Buyer . (f) The Ordinary Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have received a certificatebeen suspended, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to by the foregoing effect and Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as to such other matters as may be reasonably requested of the Closing Date, either (I) in writing by such Buyer in the form attached hereto as Exhibit F.Commission or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (viiig) The Company Guarantor and the Issuer shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares and Securities, including without limitation, those required by the WarrantsPrincipal Market, if any. (ixh) The Company No statute, rule, regulation, executive order, judgment, award, decree, ruling or injunction shall have delivered to such Buyer such other documents relating to been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction, and no action or proceeding shall have been instituted by any court or Governmental Entity of competent jurisdiction, that enjoins or 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 reasonably would have or result in a Material Adverse Effect. (j) Such Buyer shall have received a letter on the letterhead of the Issuer, duly executed by the Chief Executive Officer of the Issuer, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Issuer (the “Flow of Funds Letter”). (k) The Guarantor and the Issuer shall have entered into the Settlement Agreement with U.S. Bank National Association, as such Buyer settlement agent. (l) The Guarantor and the Issuer shall have each delivered a certificate, executed by its Chief Executive Officer or its counsel may reasonably requestChief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (e), (g), (h) and (i) of this Section 7.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares Debentures and the related Make-Whole 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 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (Ix) shall be designated for quotation or listed on the Principal Market and (IIy) shall not have been suspended, as of the Closing Date, 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, as of the Closing Date, 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; and, subject to Stockholder Approval, the Conversion Shares issuable upon conversion of the Debentures (without regard to any limitations on conversions), the Warrant Shares issuable upon exercise of the Make-Whole Warrants (without regard to any limitations on exercises) and the Interest Shares shall be approved for listing (subject to official notice of issuance) upon the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties set forth in Sections 3(c), (f) and (h) that speak as of a specific date, which shall be true and correct updated as of such specified dateset forth below) 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 an update as of the Closing Date regarding the representations contained in Section 3(c), (f) and (h) above. (iv) Such Buyer shall have received the opinion of Xxxxxx Xxxx & Xxxxxxxx LLP, dated as of the Closing Date, in the form of Exhibit E, attached hereto. (v) The Company shall have executed and delivered to such other matters Buyer the Debentures and the Make-Whole Warrants (in such denominations as may be reasonably requested such Buyer shall request) being purchased by such Buyer at the Closing. (vi) The Company and the holders of a majority of the outstanding Common Stock (including Common Stock issuable upon conversion of the Company's 7% Convertible Subordinated Notes due September 1, 2006) of the Company shall have entered into a Voting Agreement (the "Voting Agreement") for the benefit of the Buyers in the form attached hereto as Exhibit F.I. (vii) 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 Debentures, the issuance of the Interest Shares and the exercise of the Make-Whole Warrants 12.7 million shares of its Common Stock. (viii) The Company Irrevocable Transfer Agent Instructions, in the form of Exhibit H attached hereto, shall have obtained all governmental, regulatory or third party consents been delivered to and approvals, if any, necessary for acknowledged in writing by the sale of the Common Shares and the WarrantsCompany's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such other documents relating 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 ten (10) days of the Closing Date. (x) 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 as of a date within ten (10) days of the Closing Date. (xi) The Company shall have delivered to such Buyer a secretary's certificate, dated as of the Closing Date, certifying as to (A) resolutions consistent with Section 3(b) above, (B) the Certificate of Incorporation and (C) the By-laws, each as in effect at the Closing. (xii) 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. (xiii) 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. (xiv) Each Buyer shall have received evidence satisfactory to it that the Company has completed a Refinancing (as defined in the Debentures). (xv) Since the date of this Agreement, there shall have been no Material Adverse Change (as defined below). The Company shall have delivered to each Buyer a certificate, dated as of the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company to the transactions contemplated by this Agreement as foregoing effect. A "Material Adverse Change" shall mean any event, change, circumstance or effect that individually or when taken together with all other such Buyer events, changes, circumstances or its counsel may effects is or could reasonably requestbe expected to result in a Material Adverse Effect.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Purchased Shares and the related Warrants Warrant it is purchasing 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 such Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly (i) executed and delivered to such Buyer (i) each of the Transaction Documents and Documents, (ii) electronically delivered the Common Purchased Shares (to the Buyer as set forth in such amounts as such Buyer shall requestSection 1(d) and (iii) executed and delivered the related Warrants (in Warrant to such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this AgreementBuyer. (ii) Such Buyer The Buyers shall have received the opinion of Dxxxxx DLA Xxxxx Xxxxxxx Xxxx Xxxx US LLP, the Company's outside counsel for the Company (“"Company Counsel”"), dated as of the Closing Date, in substantially a form reasonably acceptable to the form of Exhibit D attached heretoBuyers. (iii) The Company shall have delivered to such Buyer the Buyers a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C B attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each of its Subsidiaries in the Company’s state such corporation's jurisdiction of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) this transaction as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation Articles and (iii) the BylawsBylaws of the Company, each as in effect at the Closing, in the form attached hereto as Exhibit E.C. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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 the Buyer in the form attached hereto as Exhibit F.D. (viii) The Company shall have delivered to such Buyer correspondence from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Purchased Shares and the Warrants. (ixx) The Registration Statement shall be effective and available for the issuance and sale of the Purchased Shares hereunder and the Company shall have delivered to each Buyer the Prospectus and the Prospectus Supplement as required thereunder. (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 Common 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: (i) a. The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (in such amounts as such Buyer shall request) and same to the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.Escrow Agent; (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) b. 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (I) 's common stock shall be listed authorized for quotation on the Principal Market and (II) trading in Company common stock shall not have been suspended, as of the Closing Date, suspended by the SEC or the Principal Market from trading on the Principal Market nor Market; c. The Certificate of Designations, shall suspension by the SEC or the Principal Market have been threatened, as filed with the Secretary of State of the Closing DateState of Nevada, either (A) in writing and a copy thereof certified by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements such Secretary of the Principal Market. (vi) The Company State shall have been delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.; (vii) d. The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer ; e. The Company shall have received a certificate, executed by delivered to the Chief Executive Officer Escrow Agent the opinion of the Company, 's counsel dated as of the Closing Date, to the foregoing effect in form, scope and as substance reasonably satisfactory to such other matters as may be reasonably requested by such Buyer and in substantially the form of Exhibit C attached hereto as Exhibit F.hereto; (viii) f. The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to the Escrow Agent the Preferred Stock Certificates and Warrants (in such denominations as such Buyer shall request) for the sale Preferred Shares and Warrants being purchased by such Buyer at the Closing; g. The Transfer Agent Instructions, in the form of Exhibit B attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent and a copy of the Common executed Transfer Agent Instructions shall have been delivered to the Escrow Agent; h. 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; i. 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 and exercise of the Warrants., no less than 200% of the number of shares of Company common stock needed to provide for the issuance of the shares of Company common stock upon conversion of all outstanding Preferred Stock and exercise of all outstanding Warrants; (ix) j. The Company shall have delivered to such Buyer the Escrow Agent such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel the Escrow Agent may reasonably request; and k. Subject to Section 11(1) below, at Closing, the Company shall reimburse the Buyers for the Buyers' attorneys' fees and expenses (in an amount not to exceed $15,000.00) incurred by the Buyers concerning the due diligence review of the contemplated transactions and the Company, and the negotiation and preparation of the Transaction Documents and the consummation of the transactions contemplated thereby.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The Company understands that each Buyer’s obligation of each Buyer hereunder to purchase the Common Shares Preferred Share and acquire the related Warrants at Warrant is conditioned upon satisfaction of the Closing is subject to the satisfaction, at following conditions precedent on or before the Closing Date, Date (any or all of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and which may be waived by such each Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:discretion): (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of On the Closing Date, in substantially no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the form of Exhibit D attached hereto.transactions contemplated by this Agreement; (iii) 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viib) The representations and warranties of the Company contained in this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on the Closing Date as of the date when made if given on and as of the Closing Date as though made at that time (except for representations and warranties that speak given as of a specific date, which representations shall be true and correct as of such specified datedate and, except for the approvals and filings referred to in clause (2) of Section 4(f), which shall have been obtained or made, as required, on or before the Closing Date), and on or before the Closing Date the Company shall have performed, satisfied performed all covenants and complied agreements of the Company contained herein or in all material respects with any of the covenants, agreements and conditions required by the other Transaction Documents required to be performed, satisfied or complied with performed by the Company at on or prior to before the Closing Date. Such ; (c) No event which, if the Preferred Share were outstanding, would constitute an Optional Redemption Event or which, with the giving of notice or the passage of time, or both, would constitute an Optional Redemption Event shall have occurred and be continuing; (d) On the Closing Date, each Buyer shall have received a certificatean opinion of Xxxxxxxx & Xxxxx, executed by the Chief Executive Officer of LLP, counsel for the Company, dated as of the Closing Date, addressed to the foregoing effect Buyers, in form, scope and substance reasonably satisfactory to each Buyer, substantially in the form attached as Annex III; (e) On the Closing Date, (i) trading in securities on the New York Stock Exchange, Inc., the American Stock Exchange, Inc. or Nasdaq shall not have been suspended or materially limited and (ii) a general moratorium on commercial banking activities in the State of New York or the State of Washington shall not have been declared by either federal or state authorities; (f) The Company shall have delivered an agreement to such other matters as may be reasonably requested by such Buyer WPG Select Technology Fund, L.P. with respect to WPG Select Technology Fund’s right to designate a member of the Board of Directors of the Company; (g) A waiver, in the form attached hereto as Exhibit F.Annex IV, shall have been obtained from Alexandra Global Master Fund Ltd.; and (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 and the Warrants. (ixh) The Company shall have delivered to such Buyer such other documents Buyers a certificate, in the form attached hereto as Annex V, dated the Closing Date, of the Secretary of the Company certifying as to the resolutions of the Board of Directors of the Company relating to this Agreement and the other Transaction Documents and the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably requesthereby and thereby.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (ii) Such Buyer shall have received the opinion of Dxxxxx Kxxxxxxxxxx & Lxxxxxxx Xxxxxxx Gxxxx Xxxxx LLP, the Company's outside counsel for the Company (“"Company Counsel”"), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each of its operating Subsidiaries in the Company’s such corporation's state of incorporation issued by the Secretary of State of such state of incorporation 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 is required to so qualify, as of a date within 10 days of the Closing Date. (vi) 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 listing maintenance requirements of the Principal Market. (vivii) 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. (viii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viiix) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, 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. (viiix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (xi) 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. (ixxii) 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 the Buyer hereunder to purchase the Common Shares 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 the Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents and (iiB) the Common Shares Notes (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 Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, substantially in the form of attached hereto as Exhibit C attached heretoD, 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 incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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 . (iv) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have received a certificatebeen suspended, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to by the foregoing effect and 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 to such other matters as may be reasonably requested by such Buyer in of the form attached hereto as Exhibit F.Closing Date. (viiiv) 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 WarrantsSecurities. (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 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: (i) a. The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (in such amounts as such Buyer shall request) and same to the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.Escrow Agent; (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) b. 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (I) 's common stock shall be listed authorized for quotation on the Principal Market and (II) trading in Company common stock shall not have been suspended, as of the Closing Date, 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, 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.; (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) c. The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer ; d. The Company shall have received a certificate, executed by delivered to the Chief Executive Officer Escrow Agent the opinion of the Company, 's counsel dated as of the Closing Date, to the foregoing effect in form, scope and as substance reasonably satisfactory to such other matters as may be reasonably requested by such Buyer and in substantially the form of Exhibit C attached hereto as Exhibit F.hereto; --------- (viii) e. The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to the Escrow Agent the Warrants and the certificates representing Common Shares (in such denominations as such Buyer shall request) for the sale of the Common Shares being purchased by such Buyer at the Closing; f. The Transfer Agent Instructions, in the form of Exhibit B attached --------- hereto, shall have been executed by the Company and delivered to the Warrants.Company's transfer agent and a copy of the Company executed Transfer Agent Instructions shall have been delivered to the Escrow Agent; (ix) g. The Company shall have made all filings, other than those contemplated by the Registration Rights Agreement, 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; h. The Company shall have delivered to such Buyer the Escrow Agent such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel the Escrow Agent may reasonably request; i. Subject to Section 11(l) below, at Closing, the Company shall reimburse the Buyers for the Buyers' attorneys' fees and expenses (in an amount not to exceed $10,000.00) incurred by the Buyers concerning the due diligence review of the contemplated transactions and the Company, and the negotiation and preparation of the Transaction Documents and the consummation of the transactions contemplated thereby; provided, however, that the Buyers may elect, -------- in their sole discretion, to effect such reimbursement by deducting such costs and expenses from the Purchase Price prior to making such payment to the Company; and j. The Company and Cranshire Capital, L.P., Keyway Investments Ltd and Lionhart Investments Ltd. (the "1999 Warrant Holders") shall enter into -------------------- letter agreements whereby those certain warrants (the "1999 Warrants"), ------------- purchased by the 1999 Warrant Holders in the June 1999 private placement and December 1999 private placement by the Company of its common stock and warrants to the 1999 Warrant Holders, shall be amended as follows: the 1999 Warrants shall have (i) an exercise price equal to the average of the closing bid prices for the Company's Common Stock (as quoted on the Principal Market) for the five (5) Business Days immediately preceding the Closing Date of this Agreement, (ii) an expiration date of December 10, 2003 and (iii) the same limitations on beneficial ownership as set forth in Section 2(e) of the Warrants purchased pursuant to this Agreement.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Preferred Shares 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 '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 thereofdiscretion: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (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. (ii) Such Buyer The Certificate of Designations shall have received been filed with the opinion Secretary of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as State of the Closing DateState of Delaware, in substantially and a copy thereof certified by the form Secretary of Exhibit D attached heretoState of the State of Delaware shall have been delivered to such Buyer. (iii) 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (Ix) shall be designated for quotation or listed on the Principal Market and (IIy) shall not have been suspended, as of the Closing Date, 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, as of the Closing Date, 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; and the Conversion Shares issuable upon conversion of the Preferred Shares (without regard to any limitations on conversions) and the Warrant Shares issuable upon exercise of the Warrants (without regard to any limitations on exercises) shall be listed upon the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viiiv) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer, including, without limitation, an update as of the Closing Date regarding the representation contained in Section 3(c) above. (v) Such Buyer shall have received the opinion of Mintz, Levin, dated as of the Closing Date, in the form of Exhibit E, attached hereto as Exhibit F.hereto. (viiivi) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to such Buyer the Preferred Stock Certificates and Warrants (in such denominations as such Buyer shall request) for the sale of the Common Initial Preferred Shares and the Warrants being purchased by such Buyer at the Closing. (vii) 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"). (viii) 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, and the exercise of the Warrants, at least 2,955,038 shares of Common Stock. (ix) The Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (x) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the State of Delaware issued by the Secretary of State of Delaware as of a date within ten days of the Closing Date. (xi) 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 as of a date within ten days of the Closing Date. (xii) 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 and (C) the By-laws, each as in effect at the Closing. (xiii) 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. (xiv) 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. (xv) The Company shall have delivered to the Buyers such other documents relating to the transactions contemplated by this Agreement the Transaction Documents as such Buyer the Buyers or its their counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Preferred Shares 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 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (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. (ii) Such Buyer The Certificate of Designations shall have received been filed with the opinion Secretary of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as State of the Closing DateState of Delaware, in substantially and a copy thereof certified by the form Secretary of Exhibit D attached heretoState of the State of Delaware shall have been delivered to such Buyer. (iii) 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (Ix) shall be designated for quotation or listed on the Principal Market and (IIy) shall not have been suspended, as of the Closing Date, 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, as of the Closing Date, 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; and the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of the Preferred Shares and the related Warrants, as the case may be shall be listed upon the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viiiv) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer 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. (v) Such Buyer shall have received the opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to such Buyer in substantially the form of EXHIBIT D, attached hereto as Exhibit F.hereto. (viiivi) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to such Buyer the Preferred Stock Certificates and the Warrants (in such denominations as such Buyer shall request) for the sale of the Common Preferred Shares and the Warrants being purchased by such Buyer at the Closing. (vii) 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"). (viii) 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 and the exercise of the Warrants, at least 35,787,526 shares of Common Stock. (ix) The Irrevocable Transfer Agent Instructions, in the form of EXHIBIT E attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (x) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each United States 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 ten days of the Closing Date. (xi) 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 as of a date within ten days of the Closing Date. (xii) 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 and (C) the By-laws, each as in effect at the Closing. (xiii) 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. (xiv) 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. (xv) The Company shall have delivered to the Buyers such other documents relating to the transactions contemplated by this Agreement the Transaction Documents as such Buyer the Buyers or its their counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Common Shares Debentures and the related Warrants Closing 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 and Parent with prior written notice thereof: (i) The Company and Parent shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents Documents, (B) the Debentures (in such denominations as such Buyer shall have requested prior to the Closing) being purchased by such Buyer at the Closing pursuant to this Agreement and (iiC) the Common Closing Shares (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 the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion opinions of Dxxxxx Faegre & Xxxxxx LLP, counsel for the Company (“Company Counsel”)Company’s and Parent’s outside counsel, dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) 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 the CompanyParent’s transfer agent. (iv) Parent shall have delivered to such Buyer a certificate evidencing the formation and good standing of Parent and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date reasonably proximate to the Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the incorporation Company’s qualification as a foreign corporation and good standing of the Company in the Company’s state of incorporation 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 Closing Date. (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 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 Colorado 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 the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Articles of Incorporation and (iii) the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (x) 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 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 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. Such Buyer shall have received certificates, executed by the Chief Executive Officers of the Company and 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 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 10 five days of the Closing Date. (vxiii) 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. (vixiv) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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. (viii) The Company Parent shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares and the WarrantsSecurities. (ixxv) Parent and its Subsidiaries shall have executed and delivered to such Buyer the Security Agreement. (xvi) 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. (xvii) 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. (xviii) 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. (xix) Parent and PRB Gathering Inc. shall have executed and delivered to such Buyer the Guaranty, substantially in the form of Exhibit G attached hereto.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (ii) Such Buyer shall have received the opinion of Dxxxxx Xxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D C attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C 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 incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (viv) The Company shall have delivered to such Buyer a certificate, executed by the Assistant Secretary of the Company and dated as of the Closing Date, in the form attached hereto as Exhibit D, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.. (viivi) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer Buyer, in the form attached hereto as Exhibit F.E. (vii) On the date hereof, Xxxxxxxxx & Company, Inc. shall have received from Ernst & Young LLP, independent public or certified public accountants for the Company, (i) a letter dated the date hereof addressed to Xxxxxxxxx & Company, Inc., in form and substance satisfactory to Xxxxxxxxx & Company, Inc., containing statements and information of the type ordinarily included in accountant’s “comfort letters,” with respect to the audited and unaudited financial statements and certain financial information contained in the SEC Documents, and (ii) confirming that they are (A) independent public or certified public accountants as required by the Securities Act and the Exchange Act and (B) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X. (viii) The Company On the Closing Date, Xxxxxxxxx & Company, Inc. shall have obtained all governmentalreceived from Ernst & Young LLP, regulatory independent public or third party consents and approvals, if any, necessary certified public accountants for the sale of the Common Shares Company, a letter dated such date, in form and the Warrants. (ix) The Company shall have delivered substance satisfactory to such Buyer such other documents relating Xxxxxxxxx & Company, Inc. to the transactions contemplated effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (vii) of this Agreement as such Buyer or its counsel may reasonably requestSection 7, except that the specified date referred to therein for the carrying out of procedures shall be no more than five business days prior to the Closing Date.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares Debentures 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 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (Ix) shall be designated for quotation or listed on the Principal Market and (IIy) shall not have been suspended, as of the Closing Date, 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, as of the Closing Date, 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. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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, the Chief Financial Officer or the Chief Operating 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. (iv) Such Buyer shall have received the opinion of Pillsbury Winthrop LLP, dated as of the Closing Date, in the form of Exhibit G, attached hereto and the opinion of Xxx and Li, dated as of the Closing Date, in the form of Exhibit F.H, attached hereto. (v) The Company shall have executed and delivered to such Buyer the Debentures and Warrants (in such denominations as such Buyer shall request) for the Debentures and the Warrants being purchased by such Buyer at the Closing. (vi) The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b) above (the "Resolutions"). (vii) 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 Debentures, payment of Interest Shares and the exercise of the Warrants, 11,792,404 shares of its Common Stock and shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the exercise of the GKM Warrants, up to 293,805 shares of its Common Stock. (viii) The Company Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, shall have obtained all governmental, regulatory or third party consents been delivered to and approvals, if any, necessary for acknowledged in writing by the sale of the Common Shares and the WarrantsCompany's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate (or copy thereof) 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 ten days of the Closing Date. (x) The Company shall have delivered to such Buyer a certified copy (or copy thereof) of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware as of a date within ten (10) days of the Closing Date. (xi) 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 and (C) the By-laws, each as in effect at the Closing. (xii) The Company shall have made all filings required to be made prior to the Closing Date 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. (xiii) 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. (xiv) The Company shall have delivered to the Buyers such other documents relating to the transactions contemplated by this Agreement the Transaction Documents as such Buyer the Buyers or its their counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLPSheppard, Mullin, Richter & Hampton, LLP the Company's outside counsel for the Company (“Company Counsel”"COMPANY COUNXXX"), dated xxxxx as of the Closing Date, in substantially the form of Exhibit D attached Dattached hereto. (iii) 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 's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the Company’s 's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (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 Colorado within 20 days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viiviii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions PAGE 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 President 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. (viiiix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (x) 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. (ixxi) 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 Common 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 such Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing discretion: a. With respect to the Company with prior written notice thereofFirst Closing and the Second Closing: (i) The Company shall have duly executed this Agreement and the Registration Rights Agreement, and delivered the same to such Buyer (i) each of the Transaction Documents and (ii) the 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 AgreementBuyer. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer duly executed certificates (in such denominations as the Buyer shall request) representing the Preferred Shares and Warrants purchased at such Closing in accordance with Section 1(b) above. (iii) The Series C Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of the State shall have been delivered to such Buyer. (iv) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the form of Exhibit C attached heretoBuyers, 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 incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date's Transfer Agent. (v) 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 listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the applicable Closing Date as though made at that such time (except for representations and warranties that speak as of a specific date, which representations and warranties 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 this Agreement to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date. Such The Buyer shall have received a certificatecertificate or certificates, executed by the Chief Executive Officer chief executive officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. (vi) 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. (vii) An additional listing application to authorize the Conversion Shares and the Warrant Shares for quotation on AMEX shall have been filed with AMEX no later than two (2) Trading Days after the First Closing and trading in the form attached hereto as Exhibit F.Common Stock on the AMEX shall not have been suspended by the SEC or AMEX. (viii) The Company Buyer shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale received an opinions of the Common Shares Company's counsel, dated as of the applicable Closing Date, in form, scope and substance reasonably satisfactory to the WarrantsBuyer and in substantially the same form as EXHIBIT "D" attached hereto. (ix) The Buyer shall have received an officer's certificate described in Section 3(c) above, dated as of the applicable Closing Date. (x) The Company shall have delivered to such Buyer such other documents relating received (i) a "Lock-Up" letter and (ii) a voting agreement, from Theoxxxx Xxxxxxxxxx xx the form attached hereto as EXHIBITS "E" and "F," respectively. (xi) The Company shall have received waivers of anti-dilution adjustments and rights of first refusal, as well as all consents needed for the sale of the Securities, from The Shaar Fund Ltd. (xii) No material adverse change in the business, operations, assets, financial condition, results of operations, properties or prospects of the Company and its Subsidiaries, if any, taken as a whole (a "Material Adverse Change") shall have occurred. b. With respect to the transactions contemplated Second Closing: (i) the Series D Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware. (ii) The Registration Statement (as defined in the Registration Rights Agreement) shall have been declared effective by this Agreement the SEC and no stop order shall have been issued in respect thereof. (iii) The number of shares of Common Stock issues or issuable upon conversion of the Preferred Shares and including the Preferred Shares issuable at the Second Closing shall not exceed sixty percent (60%) of the Maximum Share Amount (as such Buyer defined in the Certificates of Designation. (iv) No Mandatory Redemption Event (as defined in the Certificates of Designation) or "deemed" Liquidating Event (as described in Article IV.B of the Certificates of Designation) shall have occurred and been continuing. (v) The Company shall have either (i) obtained the 20% Rule Approval and Authorization Approval or (ii) reserved for issuance no less than one and a half (1 1/2) times the number of shares of Common Stock that is then actually issuable upon full conversion of the Preferred Shares (without regard to any limitations on conversion contained in the Certificates of Designation and based on the lesser of the Market Price in effect from time to time and the Fixed Conversion Price in effect from time to time (each as defined in the Certificates of Designation) and full exercise of the Warrants (based on the Exercise Price (as defined in the Warrants) of the Warrants in effect from time to time). {MI571764;1} 23 (vi) Five (5) Trading Days shall have elapsed since the date on which the Company filed its counsel may reasonably request.Form 10-Q.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each a Buyer hereunder to purchase the Common Shares a Note and the related Warrants at the Closing accept delivery of a Warrant is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions; provided, provided however, that these conditions are for each Buyer’s the sole benefit of such Buyer and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company shall have duly executed and delivered to such Buyer (i) executed each of the Transaction Documents Agreements to the extent required thereby and (ii) delivered such documents or signature pages thereof (via overnight delivery or as otherwise provided in the Common Shares (in Escrow Agreement), together with such amounts other items as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased may be required by such Buyer at the Closing pursuant to this Agreement., to the Escrow Agent; (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iiib) 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 issued and 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 incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, duly executed by the Secretary authorized officers of the Company and dated as delivered to the Escrow Agent on behalf of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, the Buyer's original Note and Warrant (ii) via overnight delivery or as otherwise provided by the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.Escrow Agreement); (viic) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received The Buyers may require a certificate, executed by the Chief Executive Officer of the Company, Company and dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer the Buyers; (d) The Common Stock shall be authorized for quotation on the OTC Bulletin Board (or listing on a national securities exchange or other market) and trading in the form attached hereto as Exhibit F.Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency; and (viiie) The Company No statute, rule, regulation, executive order, decree, ruling or injunction shall have obtained all governmentalbeen enacted, entered, or issued by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which restricts or third party consents and approvals, if any, necessary for prohibits the sale consummation of the Common Shares and the Warrants. (ix) The Company shall have delivered to such Buyer such other documents relating to any of the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably requestherein.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants Securities at the any Closing is subject to the satisfaction, at or before the corresponding Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Common Shares (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) Securities being purchased by such Buyer at the such Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iiib) 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (vc) The Common Stock (Ii) shall be listed on the Principal Market and (IIii) shall not have been suspended, as of the such 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 such 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. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viid) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the such 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 such 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.. (viiie) 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 WarrantsSecurities. (ixf) 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. (g) The Board of Directors of the Company shall have taken all necessary and proper corporate action to appoint Mxxxxxx Xxxxxx and Gxxx Xxxxxx as members of the Board of Directors of the Company. (h) The Company shall have filed the Certificate of Designation substantially in the form attached hereto as Exhibit D with the Secretary of State of Delaware.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Offered Shares and the related Warrants at the each 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: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (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. (iib) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, Trading 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viic) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer. (d) Such Buyer shall have received the opinion of the Company’s counsel dated as of the Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit B attached hereto as Exhibit F.hereto. (viiie) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to such Buyer the Common Stock Certificates (in such denominations as such Buyer shall request) for the sale Offered Shares being purchased by such Buyer at the Closing. (f) The Board of Directors of the Common Company shall have adopted resolutions authorizing the issuance of the Offered Shares and the Warrantsother transactions provided by this Agreement and the Transaction Documents in a form reasonably acceptable to such Buyer. (ixg) The Irrevocable Transfer Agent Instructions, in the form of Exhibit A attached hereto, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (h) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such corporation’s state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 business days of the Closing Date. (i) 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 business days of the Closing Date. (j) The Company shall have delivered to such Buyer a secretary’s certificate, dated as the Closing Date, as to (i) the resolutions described in Section 7(f), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (k) The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Offered Shares pursuant to this Agreement in compliance with such laws. (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 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: (i) a. The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (in such amounts as such Buyer shall request) and same to the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.Escrow Agent; (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) b. 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (I) 's common stock shall be listed authorized for quotation on the Principal Market and (II) trading in Company common stock shall not have been suspended, as of the Closing Date, 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, 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.; (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) c. The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer ; d. The Company shall have received a certificate, executed by delivered to the Chief Executive Officer Escrow Agent the opinion of the Company, 's counsel dated as of the Closing Date, to the foregoing effect in form, scope and as substance reasonably satisfactory to such other matters as may be reasonably requested by such Buyer and in substantially the form of Exhibit C attached hereto as Exhibit F.hereto; (viii) e. The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to the Escrow Agent the Warrants and the certificates representing Common Shares (in such denominations as such Buyer shall request) for the sale of the Common Shares being purchased by such Buyer at the Closing; f. The Transfer Agent Instructions, in the form of Exhibit B attached hereto, shall have been executed by the Company and delivered to the Warrants.Company's transfer agent and a copy of the Company executed Transfer Agent Instructions shall have been delivered to the Escrow Agent; (ix) g. The Company shall have made all filings, other than those contemplated by the Registration Rights Agreement, 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; h. The Company shall have delivered to such Buyer the Escrow Agent such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel the Escrow Agent may reasonably request.;

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Common its Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed this Agreement and delivered the same to such Buyer. (ii) The Company shall deliver or cause to be delivered to such Buyer (i) each the number of Shares as is set forth below such Buyer’s name on its signature page to this Agreement in accordance with the Transaction Documents and (ii) the Common Shares (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased settlement mechanics selected by such Buyer at the Closing pursuant to this AgreementBuyer. (iiiii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”)Company’s counsel, dated as of the Closing Date, in substantially the form of attached hereto as Exhibit D attached hereto. (iii) 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.C. (iv) The Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though made on and as of such date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and the Company shall have delivered performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to such be performed, satisfied or complied with by the Company at or prior to the Closing. Such Buyer shall have received a certificate evidencing certificate, executed by the incorporation and good standing Chief Executive Officer or Chief Financial Officer of the Company in the Company’s state of incorporation issued by the Secretary of State , dated as of a date within 10 days of the Closing Date., to the foregoing effect in the form attached hereto as Exhibit D. (v) 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 listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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. (viii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale and of the Common Shares and Shares, including without limitation, those required by the WarrantsPrincipal Market. (vii) The Company shall have obtained approval, if required, 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 be expected to result in 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 the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the 1933 Act). (xii) The Company shall have delivered to such other documents relating to Buyer a certificate of the Secretary of the Company, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Corporation or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the issuance of the Shares, (b) certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and (c) certifying as such Buyer or its counsel may reasonably request.to the signatures and authority of persons signing this Agreement and related documents on behalf of the Company, in the form attached hereto as Exhibit E.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common 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: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Common Shares Preferred Stock Certificates (in such amounts denominations 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 at the Closing. (iib) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to such Buyer. (c) Such Buyer shall have received the opinion of Dxxxxx LLP, the Company's counsel for the Company (“Company Counsel”), dated as of the Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit D EXHIBIT E attached hereto. (iiid) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C EXHIBIT F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (ive) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each domestic Subsidiary in the Company’s such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. (vf) The Common Stock (I) Company shall be listed on have delivered to such Buyer a certified copy of the Principal Market and (II) shall not have been suspended, Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within 10 days 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. (vig) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with described in Section 3(b) 3 as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.EXHIBIT G. (viih) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto here to as Exhibit F.EXHIBIT H. (viiii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for delivered to such Buyer a letter from the sale Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Common Shares and the WarrantsClosing Date. (ixj) 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. (i) The Common Stock shall be designated for quotation or listing on the Principal Market, and (ii) 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. (l) Each other Buyer shall have tendered to the Company the Purchase Price for the number of Preferred Shares set forth opposite such Buyer's name on the Schedule of Buyers and the related Warrants. (m) The Company shall have made a press release regarding its earnings for the first quarter of the fiscal year ending February 28, 2001 (including, without limitation, all the information in the quarterly update of the Company's financial position attached as Exhibit A to the Company's disclosure schedules attached to this Agreement), which includes the Company's statement of cash flow information for that quarter, and regarding any other material, nonpublic information provided to any Buyer prior to or on the Closing Date.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Common its 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: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party and (ii) the Common Shares (in such amounts as Company shall have duly executed and delivered to such Buyer shall requestsuch aggregate number of Preferred Shares and Warrants as set forth across from such Buyer’s name in column (3) and column (4), respectively, of the related Warrants (Schedule of Buyers, in such amounts each case, as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit C. (iii) Such Buyer shall have received the opinion of Dxxxxx CrowdCheck Law LLP, counsel for the Company (“Company Counsel”)Company’s counsel, dated as of the Closing Date, in substantially the form of attached hereto as Exhibit D attached hereto.D. (iiiiv) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of attached hereto as Exhibit C attached hereto, E which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (ivv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation formation and good standing of the Company in the Companysuch entity’s state jurisdiction of incorporation formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within 10 ten (10) days of the Closing Date. (vvi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, in the form attached hereto as Exhibit F, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors, which includes an acknowledgement of Section 3(i), in the form attached hereto as Exhibit G, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the Closing. (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 on the Closing Date immediately prior to the Closing. (ix) The Common Stock (IA) shall be designated for quotation or listed (as applicable) on the Principal Market and (IIB) 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 (AI) in writing by the SEC or the Principal Market or (BII) by falling below the minimum listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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. (viiix) 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 Securities, including without limitation, those required by the WarrantsPrincipal Market, if any. (ixxi) 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. (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 shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares. (xiv) The Company shall have delivered the Voting Agreement, in the form attached hereto as Exhibit H, duly executed by the Company and certain stockholders of the Company. (xv) 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”). (xvi) 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. (xvii) The Company shall have filed the Certificate of Designations with the Delaware Secretary of State. (xviii) The Company shall have executed and delivered the Warrants to the Buyer. (xix) The Company shall have issued the 250,000 Initial Common Shares to the Buyer. (xx) The Company and the Buyers shall have executed and delivered the Registration Rights Agreement to the Buyer.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares 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 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: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party and (ii) the Common Shares (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. (iib) Such Buyer shall have received the an opinion of Dxxxxx LLP, counsel for to the Company (“Company Counsel”)Company, dated as of the First Closing Date, in substantially the form of Exhibit D attached heretoreasonably acceptable to such Buyer. (iii) 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. (ivc) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 ten (10) days of the Closing Date. (vd) Each and every representation and warranty of the Company shall be true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such 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 to be performed, satisfied or complied with by the Company at or prior to each Closing Date. (e) The Common Stock Ordinary Shares (IA) shall be designated for quotation or listed (as applicable) on the Principal Market and (IIB) shall not have been suspended, as of the 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 the each Closing Date, either (AI) in writing by the SEC or the Principal Market or (BII) by falling below the minimum listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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. (viiif) The Company shall have obtained all governmental, regulatory or third third-party consents and approvals, if any, necessary for the sale of the Common Shares and Securities, including without limitation, those required by the WarrantsPrincipal Market, if any. (ixg) 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, or an Event of Default (as defined in the Convertible Debentures). (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) (i) From the date hereof to the applicable Closing Date trading in the Ordinary Shares shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), (ii) the closing price of the Ordinary Shares during each of the five (5) consecutive Trading Days immediately prior to the applicable Closing Date shall be at least 120% of the Floor Price (as defined in the Convertible Debentures), and (iii) 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. (l) 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. (m) Solely with respect to the Second Closing, the Company shall have filed the Registration Statement with the SEC in accordance with the provisions set forth in the Registration Rights Agreement, including the filing deadline set forth therein. (n) Solely with respect to the Third Closing, 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.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each the Buyer hereunder to purchase the Common Shares 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 the Buyer’s 's sole benefit and may be waived by such the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) a. The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (in such amounts as such Buyer shall request) and same to the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.Buyer; (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) b. 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (I) 's common stock shall be listed authorized for quotation on the Principal Market and (II) trading in Company common stock shall not have been suspended, as of the Closing Date, 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, 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.; (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) c. The representations and warranties of the Company shall be true and correct correct, in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectrespects, which shall be true and correct in all respects) 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 complied, in all material respects 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 ; d. The Company shall have received a certificate, executed by delivered to the Chief Executive Officer Buyer the opinion of the Company, 's counsel 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 of EXHIBIT C attached hereto as Exhibit F.hereto; (viii) e. The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to the Buyer the Warrant and the certificates representing Common Shares (in such denominations as the Buyer shall request) for the sale Common Shares being purchased by the Buyer at the Closing; f. The Transfer Agent Instructions, in the form of EXHIBIT B attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent and a copy of the executed Transfer Agent Instructions shall have been delivered to the Escrow Agent; g. The Company shall have made all filings, other than those (i) contemplated by the Registration Rights Agreement, (ii) the filings with the Principal Market to secure listing of the Common Shares and Warrant Shares and (iii) the Warrants.filings required by Section 4(j) above, 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; (ix) h. The Company shall have delivered to such Buyer the Escrow Agent such other documents relating to the transactions contemplated by this Agreement as such Buyer the Escrow Agent or its counsel may reasonably request; i. [Omitted]. j. Subject to Section 11(l) below, at the Closing, the Company shall reimburse the Buyer for the Buyer's attorneys' fees and expenses (in an amount not to exceed $5,000.00), by allowing the Buyer to deduct such fees and expenses from the Purchase Price, incurred by the Buyer concerning the due diligence review of the contemplated transactions and the Company, and the negotiation and preparation of the Transaction Documents and the consummation of the transactions contemplated thereby; k. The Company and the Placement Agent shall have entered into the placement agent agreement; and l. 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 exercise of the Warrants, no less than 100% of the number of shares of Company common stock needed to provide for the issuance of the shares of Company common stock upon exercise of all outstanding Warrants.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Common Shares (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being request)being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) The Company shall have executed the Make Good Escrow Agreement together with the Buyers and Xx. Xxxxxxxx Xxx, the Company’s CEO. (iii) The Company shall have executed the Lock-Up Agreement with Xx. Xxxxxxxx Xxx. (iv) Such Buyer shall have received the opinion of Dxxxxx Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, the Company’s outside counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D F attached hereto. (iiiv) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C E attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (ivvi) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each of its operating Subsidiaries in the Companysuch corporation’s state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. (vvii) 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 10 days of the Closing Date. (viii) The Common Stock (I) shall be listed quoted on the Principal Market OTCBB and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market FINRA from trading on the Principal Market OTCBB nor shall suspension by the SEC or the Principal Market 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, 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. (vix) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.G. (viixi) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, 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.H. (viiixii) 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. (xiii) 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 WarrantsShares. (ixxiv) 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 Common Shares Initial Notes and the related Initial Warrants at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each such Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company and each Buyer with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents Documents, and (ii) delivered the Common Shares (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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (I) shall be designated for quotation on the Nasdaq National Market or listed on the Principal Market NYSE, and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market suspended from trading on or delisted from such exchanges (excluding suspensions of not more than one day due to business announcements by the Principal Market Company) nor shall delisting or suspension by the SEC or the Principal Market such exchanges have been threatened, as of the Closing Date, threatened either (A) in writing by the SEC or the Principal Market such exchanges or (B) by falling below the minimum listing maintenance requirements of such exchanges and the Principal MarketCompany has complied with the listing requirements of the Nasdaq National Market for the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of the Initial Notes and the Initial Warrants, as the case may be. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company contained herein shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Initial Closing Date as though 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) date and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect and as to such other matters as such Buyer may be reasonably requested request, including, without limitation, an update as of the Initial Closing Date regarding the representation contained in Section 3(c) above. (iv) Such Buyer shall have received the opinion of Xxxxxxx Xxxx LLP dated as of the Initial Closing Date, in substantially the forms of Exhibit D attached hereto. --------- (v) The Company shall have executed and delivered to such Buyer the Note Certificates for the Initial Notes and the Initial Warrants being purchased by such Buyer at the Initial Closing. (vi) The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to such Buyer (the form attached hereto as Exhibit F."Resolutions"). (vii) As of the Initial 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 Initial Notes and exercise of the Initial Warrants, at least 1,557,335 shares of Common Stock. (viii) The Company Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, shall have obtained all governmental, regulatory or third party consents been delivered to and approvals, if any, necessary for acknowledged --------- in writing by the sale of the Common Shares and the WarrantsCompany's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each domestic Subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Initial Closing Date. (x) The Company shall have delivered to such Buyer a secretary's certificate certifying as to (A) the Resolutions, (B) the Certificate of Incorporation and (C) the By-laws, each as in effect at the Initial Closing Date. (xi) The Company shall have delivered to such Buyer a certified copy of its Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten days of the Initial Closing Date. (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 Initial Closing Date. (xiii) The Company shall have delivered to the Buyers such other documents relating to the transactions contemplated by this Agreement the Transaction Documents as such Buyer the Buyers or its their counsel may reasonably request. (b) The obligation of each Buyer hereunder to purchase the Additional Notes and the Additional Warrants at the Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company and each Buyer with prior written notice thereof: (i) The Company shall have complied with the requirements of Section 1(c) and all of the Additional Notice Conditions set forth in Section 1(d) shall have been satisfied as of the Additional Closing Date. (ii) The Common Stock shall be designated for quotation on the Nasdaq National Market or listed on NYSE, and shall not have been suspended from trading on or delisted from such exchanges nor shall delisting or suspension by such exchanges have been threatened either (A) in writing by such exchanges or (B) by falling below the minimum listing maintenance requirements of such exchanges and the Company has complied with the listing requirements of the Nasdaq National Market for the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of the Additional Notes and the Additional Warrants, as the case may be. (iii) The representations and warranties of the Company contained herein shall be true and correct as of the date when made and as of the Additional Closing Date as though made at that time (except for (A) representations and warranties that speak as of a specific date and (B) with respect to the representations made in Section 3(c) and the list of Subsidiaries referred to in Section 3(a), events which occur on or after the date of this Agreement and are disclosed in SEC filings made by the Company at least ten Business Days prior to the Additional Note Notice Date) and the Company shall have performed, satisfied and complied 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 Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Additional Closing Date, to the foregoing effect and as to such other matters as such Buyer may reasonably request, including, without limitation, an update as of the Additional Closing Date regarding the representation contained in Section 3(c) above. (iv) Such Buyer shall have received the opinion of Xxxxxxx Xxxx LLP dated as of the Additional Closing Date, in substantially the forms of Exhibit D attached hereto. --------- (v) The Company shall have executed and delivered to such Buyer the Note Certificates for the Additional Notes and the Additional Warrants being purchased by such Buyer at the Additional Closing. (vi) The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to such Buyer (the "Resolutions"). (vii) As of the Additional Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, at least the sum of (A) 200% of the number of Conversion Shares issuable upon the conversion of the Notes (as if the Additional Notes were issued and outstanding) and (B) the number of Warrant Shares issuable upon the exercise of the Warrants (as if the Additional Warrants were issued and outstanding). (viii) The Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, shall have been delivered to and acknowledged --------- in writing by the Company's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each domestic Subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Additional Closing Date. (x) The Company shall have delivered to such Buyer a secretary's certificate certifying as to (A) the Resolutions, (B) the Certificate of Incorporation and (C) the By-laws, each as in effect at the Additional Closing Date. (xi) The Company shall have delivered to such Buyer a certified copy of its Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten days of the Additional Closing Date. (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 Additional Closing Date. (xiii) The Registration Statement registering no less than the sum of (A) 200% of the number of Conversion Shares then issuable upon the conversion of all outstanding Notes (including the Additional Notes as if they were issued and outstanding and without regard to any limitations on conversion), (B) the number of Warrant Shares then issuable upon exercise of all outstanding Warrants (including the Additional Warrants as if they were issued and outstanding and without regard to any limitations on exercise) and (C) the number of Conversion Shares and Warrant Shares that are then held by the Buyers shall have been declared effective by the SEC and shall be available for resale for all the Registrable Securities. (xiv) the Company shall have received shareholder approval of the issuance of the Conversion Shares and Warrant Shares consistent with the requirements of Section 4(j). (xv) The Company shall have delivered to the Buyers such other documents relating to the transactions contemplated by the Transaction Documents as the Buyers or their counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (ii) Such Buyer shall have received the opinion of Dxxxxx Xxxxxx X. Xxxxxxxx, the Company’s General Counsel (“General Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D-1 attached hereto. (iii) Such Buyer shall have received the opinion of Xxxxxx & Xxxxxxx, LLP, the Company’s outside counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D D-2 attached hereto. (iiiiv) 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. (ivv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each of its operating Subsidiaries in the Companysuch corporation’s state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. (vvi) 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 listing maintenance requirements of the Principal Market. (vivii) 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. (viii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viiix) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F. (viiix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (xi) The Company shall have filed amendments to the Certificates of Designations for each of the Series E, F, G and H Preferred Stock in the form attached hereto as Exhibit G. (xii) 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. (ixxiii) 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 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: (i) a. The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (in such amounts as such Buyer shall request) and same to the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.Escrow Agent; (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) b. 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (I) 's common stock shall be listed authorized for quotation on the Principal Market and (II) trading in Company common stock shall not have been suspended, as of the Closing Date, 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, 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.; (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) c. The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer ; d. The Company shall have received a certificate, executed by delivered to the Chief Executive Officer Escrow Agent the opinion of the Company, 's counsel dated as of the Closing Date, to the foregoing effect in form, scope and as substance reasonably satisfactory to such other matters as may be reasonably requested by such Buyer and in substantially the form of Exhibit C attached hereto as Exhibit F.hereto; --------- (viii) e. The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to the Escrow Agent the Warrants and the certificates representing Common Shares (in such denominations as such Buyer shall request) for the sale of the Common Shares being purchased by such Buyer at the Closing; f. The Transfer Agent Instructions, in the form of Exhibit B attached --------- hereto, shall have been executed by the Company and delivered to the Warrants.Company's transfer agent and a copy of the Company executed Transfer Agent Instructions shall have been delivered to the Escrow Agent; (ix) g. The Company shall have made all filings, other than those contemplated by the Registration Rights Agreement, 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; h. The Company shall have delivered to such Buyer the Escrow Agent such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel the Escrow Agent may reasonably request; i. Subject to Section 11(l) below, at Closing, the Company shall reimburse the Buyers for the Buyers' attorneys' fees and expenses (in an amount not to exceed $10,000.00) incurred by the Buyers concerning the due diligence review of the contemplated transactions and the Company, and the negotiation and preparation of the Transaction Documents and the consummation of the transactions contemplated thereby; and 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 exercise of the Warrants, at least 571,429 shares of Common Stock.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common 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: (i) a. The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (in same to such amounts as such Buyer Buyer. b. The Certificate of Designations, shall request) have been filed with the Secretary of State of the State of Delaware, and the related Warrants (in such amounts as such Buyer shall request) being purchased a copy thereof certified by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion Secretary of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto, which instructions State shall have been delivered to and acknowledged in writing by the Company’s transfer agentsuch Buyer. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) c. The Common Stock (I) shall be listed authorized for quotation on the Principal Market and (II) Market, trading in the Common Stock shall not have been suspended, as of the Closing Date, 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, 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. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) d. The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, without limitation, an update as of the Closing Date regarding the representation contained in Section 3(c) above, in the form attached hereto here to as Exhibit F.EXHIBIT E. (viii) e. Such Buyer shall have received the opinion of the Company's counsel dated as of the Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of EXHIBIT C attached hereto. f. The Company shall have obtained executed and delivered to such Buyer the Preferred Stock Certificates (in such denominations as such Buyer shall request) for the Preferred Shares being purchased by such Buyer at the Closing. g. The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to such Buyer. h. 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 2,905,175 shares of Common Stock. i. The Irrevocable Transfer Agent Instructions, in the form of EXHIBIT D attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. j. The Company shall have delivered to such Buyer a certificate evidencing the incorporation of the Company and each Subsidiary and good standing of the Company in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. k. 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 days of the Closing Date. l. The Company shall have delivered to such Buyer a secretary's certificate, dated as the Closing Date, as to (i) the resolutions described in Section 7(g), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. m. The Company shall have made all governmental, regulatory or third party consents and approvalsfilings necessary, if any, necessary for under all applicable federal and state securities laws to consummate the sale issuance of the Common Shares and the WarrantsSecurities pursuant to this Agreement in compliance with such laws. (ix) n. The Company shall provide all documentation relating to the waiver or cure of any violation, conflict or default of any material agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party. o. 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 Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) a. The Company shall have duly executed this Agreement and the Registration Rights Agreement and delivered the same to such Buyer (i) each of the Transaction Documents and (ii) the 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 AgreementBuyer. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) b. The Company shall have delivered to such Buyer a copy prepared, if required, the Notification Form for Listing of the Irrevocable Transfer Agent InstructionsAdditional Shares for The Nasdaq National Market, and trading 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (I) shall be listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, 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, 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. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) c. The representations and warranties 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 is already qualified by as to materiality or Material Adverse Effectin Section 3 above, in which case, such representations and warranties shall be true and correct in all respectswithout further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific 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 this Agreement and the Transaction Documents Registration Rights Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, 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 attaching true and correct copies of the resolutions adopted by such the Company’s Board of Directors authorizing the execution, delivery and performance by the Company of its obligations under this Agreement and the Registration Rights Agreement. d. Such Buyer shall have received the opinion of the Company’s counsel, in substantially the form of Exhibit B attached hereto and dated as Exhibit F.of the Closing Date, opining that the Shares, once issued, sold and delivered to the Buyers by the Company, have been duly authorized, have been legally issued, are fully paid and are nonassessable. (viii) e. The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary for the sale of the Common Shares and the Warrants. (ix) The Company shall have delivered to such Buyer the Common Stock Certificates (in such other documents relating to the transactions contemplated by this Agreement denominations as such Buyer or its counsel may reasonably shall request) for the Shares being purchased by such Buyer at the Closing.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common 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: (i) a. The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (in such amounts as such Buyer shall request) and same to the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.Escrow Agent; (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) b. 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (I) 's common stock shall be listed authorized for quotation on the Principal Market and (II) trading in Company common stock shall not have been suspended, as of the Closing Date, suspended by the SEC or the Principal Market from trading on the Principal Market nor Market; c. The Certificate of Designations, shall suspension by the SEC or the Principal Market have been threatened, as filed with the Secretary of State of the Closing DateState of Nevada, either (A) in writing and a copy thereof certified by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements such Secretary of the Principal Market. (vi) The Company State shall have been delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.; (vii) d. The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer ; e. The Company shall have received a certificate, executed by delivered to the Chief Executive Officer Escrow Agent the opinion of the Company, 's counsel dated as of the Closing Date, to the foregoing effect in form, scope and as substance reasonably satisfactory to such other matters as may be reasonably requested by such Buyer and in substantially the form of Exhibit E attached hereto as Exhibit F.hereto; (viii) f. The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to the Escrow Agent the Preferred Stock Certificates and Warrants (in such denominations as such Buyer shall request) for the sale Preferred Shares and Warrants being purchased by such Buyer at the Closing; g. The Transfer Agent Instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent and a copy of the Common executed Transfer Agent Instructions shall have been delivered to the Escrow Agent; h. 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; i. 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 and exercise of the Warrants., no less than 200% of the number of shares of Company common stock needed to provide for the issuance of the shares of Company common stock upon conversion of all outstanding Preferred Stock and exercise of all outstanding Warrants; (ix) j. The Company shall have delivered to such Buyer the Escrow Agent such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel the Escrow Agent may reasonably request; k. Subject to Section 11(l) below, at Closing, the Company shall reimburse the Buyers for the Buyers' attorneys' fees and other expenses (in an amount not to exceed $25,000.00) incurred by the Buyers concerning the due diligence review of the contemplated transactions and the Company, and the negotiation and preparation of the Transaction Documents and the consummation of the transactions contemplated thereby; l. The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to such Buyer; m. The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing; n. 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; and o. The Company shall have delivered to such Buyer a secretary's certificate, dated as the Closing, as to (i) the resolutions described in Section 7(l), (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants its First Funding Note at the First Closing shall be joint and not several and 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 sole benefit and may be waived by such Buyer only for itself at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer (i) each of this Agreement, the Transaction Documents Note and (ii) the Common Shares (in such amounts as Warrant, which are due at the First Closing to which it is a party and the Company shall have duly executed and delivered to such Buyer shall request) and a Note in the related Warrants (in face amount equal to the First Funding Purchase Price paid by Buyer for the First Funding Note, as set forth across from such amounts Buyer’s name on the Schedule of Buyers as such Buyer shall request) being purchased by such Buyer Xxxxx at the First Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto, which instructions shall have been delivered to Each and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation every representation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties warranty of the Company shall be true and correct in all material respects (except for those representations and warranties that are or, in the case of any such representation or warranty already qualified by materiality or Material Adverse Effectmaterially, which shall be true and correct in all respects) as of the date when made and as of the First Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. Such Buyer . (iii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have received a certificatebeen enacted, executed 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 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.Transaction Documents. (viiiiv) 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. (v) 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. (ix) The Company 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. (vi) The Company receiving written consent (with an email being acceptable for the First Closing) from Mizuho to the Company entering into the transactions contemplated by this Agreement, the Notes, and no event shall have occurred indicating the Company will be unable to deliver Buyer Security Documents within the time periods following the First Closing required under this Agreement. (b) The obligation of each Buyer hereunder to purchase its Second Funding Note at the Second Closing shall be joint and not several and 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 sole benefit and may be waived by such Buyer only for itself at any time in its sole discretion by providing the Company with prior written notice thereof: (i) No Event of Default (as defined in the First Funding Notes) shall have occurred and be continuing under any issued and outstanding First Funding Note; (ii) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Buyer Transaction Documents which are due at the Second Closing to which it is a party and the Company shall have duly executed and delivered to such Buyer a Note in the face amount equal to the Second Funding Purchase Price paid by Buyer for the Second Funding Note, as set forth across from such Buyer’s name on the Schedule of Buyers as being purchased by such Buyer at the Second Closing pursuant to this Agreement. (iii) Each and every representation and warranty of the Company shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materially, in all respects) as of the date when made and as of the First Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. (iv) 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 Buyer Transaction Documents. (v) 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. (vi) The Company and its Subsidiaries shall have delivered to such Buyer such documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (vii) The Buyer Security Agreement and all other Buyer Security Documents required for the First Funding Notes and the Second Funding Notes to be secured by the second priority lien in the Company's assets as provided in Section 4(h) have been executed and are enforceable in accordance with their terms. (viii) The Company receiving written consent from Xxxxxx to the Company entering into the transactions contemplated by this Agreement, the Notes, and no event shall have occurred indicating the Company will be unable to deliver Security Documents and the other Buyer Transaction Documents within the time periods required under this Agreement.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common 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 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly (i) executed and delivered to such Buyer (i) each of the Transaction Documents required to be executed by the Company, and (ii) electronically delivered the Common Purchased 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. (ii) Such Buyer shall have received the opinion of Dxxxxx Fenwick & West LLP, the Company's outside counsel for the Company (“Company Counsel”"COMPANY COUNSEL"), dated as of the Closing Date, substantially in substantially the form of attached hereto as Exhibit D attached hereto.A. (iii) 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 evidencing the incorporation and good standing of the Company in the Company’s state its jurisdiction of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. (viv) 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 listing maintenance requirements of the Principal Market. (v) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation, as amended to date (the "CERTIFICATE") as certified by the Secretary of State of Delaware within 10 days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) this transaction as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the BylawsBylaws of the Company, each as in effect at the Closing, in the form attached hereto as Exhibit E.B. (vii) The representations and warranties 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 Effect, Effect in which 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 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 (except for such covenants, agreements and conditions qualified by materiality or Material Adverse Effect in which case such covenants, agreements and conditions shall have been preformed, satisfied or 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.C. (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 Closing Date. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares and the WarrantsPurchased Shares. (ixx) 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 required thereunder. (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 Common 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 such Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company and each Buyer with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents Documents, and (ii) delivered the Common Shares (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. (ii) Such Buyer The Articles of Amendment shall have received been filed with the opinion Secretary of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as State of the Closing DateState of Florida, in substantially and a copy thereof certified by the form Secretary of Exhibit D attached heretoState of the State of Florida shall have been delivered to such Buyer. (iii) 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (I) shall be designated for quotation on the Nasdaq National Market or listed on the Principal Market NYSE and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market suspended from trading on the Principal Market or delisted from such exchanges nor shall delisting or suspension by the SEC or the Principal Market such exchanges have been threatened, as of the Closing Date, threatened either (A) in writing by the SEC or the Principal Market such exchanges or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (vi) such exchanges. The Company shall have delivered to such Buyer a certificate, executed by complied with the Secretary listing requirements of the Company Nasdaq National Market for the Conversion Shares and dated as the Warrant Shares issuable upon conversion or exercise of the Closing DatePreferred Shares and the related Warrants, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.case may be. (viiiv) The representations and warranties of the Company contained herein shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents or the Articles of Amendment 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 may reasonably request, including, without limitation, an update as of the Closing Date regarding the representation contained in the form attached hereto as Exhibit F.Section 3(c) above. (viiiv) Such Buyer shall have received the opinion of Greenberg Traurig dated as of the Closing Date, in substantxxxxx xxx form of EXHIBIT D, attached hereto. (vi) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to such Buyer the Stock Certificates for the sale of the Common Preferred Shares and the Warrants being purchased by such Buyer at the Closing. (vii) The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to such Buyer (the "RESOLUTIONS"). (viii) 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 and exercise of the Warrants, at least 3,600,000 shares of Common Stock. (ix) The Irrevocable Transfer Agent Instructions, in the form of EXHIBIT E attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (x) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Closing Date. (xi) 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 Incorporation and (C) the By-laws, each as in effect at the Closing Date. (xii) The Company shall have delivered to such Buyer a certified copy of its Articles of Incorporation as certified by the Secretary of State of the State of Florida within ten days of the Closing Date. (xiii) 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. (xiv) The Company shall have delivered to the Buyers such other documents relating to the transactions contemplated by this Agreement the Transaction Documents as such Buyer the Buyers or its their counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common 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: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Common Preferred Shares (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased to be received or purchased, as applicable, by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, Xxxxx Xxxxxxx Xxxxxxx Israels LLP the Company's outside counsel for the Company (“"Company Counsel”"), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each of its operating Subsidiaries in the Company’s such corporation's state of incorporation issued by the Secretary of State of such state of incorporation 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 is required to so qualify, as of a date within 10 days of the Closing Date. (vi) 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 listing maintenance requirements of the Principal Market. (vivii) 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. (viii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viiix) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, 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. (viiix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (xi) 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 WarrantsSecurities. (ixxii) The Certificate of Designations in the form attached hereto as Exhibit A-1 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. (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. The obligation of each Buyer hereunder to purchase the Common 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: (i) The Company shall have duly (i) executed and delivered to such Buyer (i) each of the Transaction Documents and Documents, (ii) electronically delivered the Common Purchased Shares (in such amounts as being purchased by such Buyer shall requestat the Closing pursuant to this Agreement and (iii) executed and delivered the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Dxxxxx LLPXxxxxx, Xxxxx & Re, P.C., the Company’s outside counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially a form reasonably acceptable to the form of Exhibit D attached heretoBuyers. (iii) 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 evidencing the incorporation and good standing of the Company and each of its Subsidiaries in the Companysuch corporation’s state jurisdiction of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation, as amended to date (the “Articles”) as certified by the Secretary of State of Oregon within 10 days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) this transaction as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation Articles and (iii) the BylawsBylaws of the Company, each as in effect at the Closing, in the form attached hereto as Exhibit E.D. (viiviii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F.E. (viiiix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (x) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Purchased Shares and the Warrants. (ixxi) 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 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 Common Shares and Notes 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: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (vb) The Common Stock (Ix) shall be designated for quotation or listed on the Principal Market and (IIy) shall not have been suspended, as of the Closing Date, 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, as of the Closing Date, be 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; and the Conversion Shares issuable upon conversion of the Notes shall be listed upon the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viic) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive 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. (d) Such Buyer shall have received the opinion of Fenwick & West LLP, dated as of the Closing Date, in the form of Exhibit E, attached hereto as Exhibit F.hereto. --------- (viiie) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to such Buyer the Note Certificates (in such principal amounts as such Buyer shall request) for the sale of Notes being purchased by such Buyer at the Common Shares and the WarrantsClosing. (ixf) 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"). (g) 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 Notes, such number of shares of Common Stock as are issuable at the Conversion Rate (as defined in the Note), as calculated using the Fixed Conversion Price (as defined in the Notes) as of the Closing Date. (h) The Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, shall have been delivered to and acknowledged in --------- writing by the Company's transfer agent. (i) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the State of Delaware issued by the Secretary of State of the State of Delaware and a certificate evidencing the qualification and good standing of the Company in the State of California issued by the Secretary of State of the State of California as of a date within ten days of the Closing Date. (j) 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 as of a date within ten 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 and (C) the By-laws, each as in effect at the Closing. (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 five days of the Closing Date. (n) The Company shall have delivered to the Buyers such other documents relating to the transactions contemplated by this Agreement the Transaction Documents as such Buyer the Buyers or its their counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iviii) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each of its operating Subsidiaries in the Companysuch corporation’s state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. (viv) The Common Stock (IA) shall be listed on the Principal Market and (IIB) 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 (Ax) in writing by the SEC or the Principal Market or (By) by falling below the minimum listing maintenance requirements of the Principal Market. (v) [intentionally left blank] (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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. (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 Closing Date. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares and the WarrantsShares. (ixx) 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 Common 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: (i) a. The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a b. A copy of the Irrevocable Transfer Agent Instructions, in Certificate of Designations certified by the form Secretary of Exhibit C attached hereto, which instructions State of the State of Delaware shall have been delivered to and acknowledged in writing by the Company’s transfer agentsuch Buyer. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) c. The Common Stock (I) shall be listed authorized for quotation on the Principal Market and (II) Market, trading in the Common Stock shall not have been suspended, as of the Closing Date, 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, 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. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) d. The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, without limitation, an update as of the Closing Date regarding the representation contained in Section 3(c) above, in the form attached hereto here to as Exhibit F.EXHIBIT E. (viii) e. Such Buyer shall have received the opinion of the Company's counsel dated as of the Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of EXHIBIT C attached hereto. f. The Company shall have obtained executed and delivered to such Buyer the Preferred Stock Certificates (in such denominations as such Buyer shall request) for the Preferred Shares being purchased by such Buyer at the Closing. g. The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to such Buyer. h. 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 1,245,416 shares of Common Stock. i. The Irrevocable Transfer Agent Instructions, in the form of EXHIBIT D attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. j. The Company shall have delivered to such Buyer a certificate evidencing the incorporation of the Company and each Subsidiary and good standing of the Company in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. k. 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 days of the Closing Date. l. The Company shall have delivered to such Buyer a secretary's certificate, dated as the Closing Date, as to (i) the resolutions described in Section 7(g), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. m. The Company shall have made all governmental, regulatory or third party consents and approvalsfilings necessary, if any, necessary for under all applicable federal and state securities laws to consummate the sale issuance of the Common Shares and the WarrantsSecurities pursuant to this Agreement in compliance with such laws. (ix) n. The Company shall provide all documentation relating to the waiver or cure of any violation, conflict or default of any material agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party. o. 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 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: (ia) The Company shall have duly executed and delivered and/or delivered, as applicable, to such Buyer (i) each of the Transaction Documents and (ii) the 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, the Common Shares to be represented by one or more certificates, as the Buyer shall request. (iib) Such Buyer shall have received the opinion of Dxxxxx Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP, the Company's outside counsel for the Company (“"Company Counsel”"), dated as of the Closing Date, in substantially the form of Exhibit D C attached hereto. (iiic) 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 's transfer agent. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each of its operating Subsidiaries in the Company’s such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. (ve) 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 10 days of the Closing Date. (f) 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 listing maintenance requirements of the Principal Market. (vig) 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 10 days of the Closing Date. (h) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.D. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the 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 and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F.E. (viiij) 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 WarrantsShares. (ixk) 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 Common 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 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly (i) executed and delivered to such Buyer (i) each of the Transaction Documents and Documents, (ii) electronically delivered the Common Purchased Shares (in such amounts as being purchased by such Buyer shall requestat the Closing pursuant to this Agreement and (iii) executed and delivered the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”)Company's counsel, dated as of the Closing Date, in substantially a form reasonably acceptable to the form of Exhibit D attached heretoBuyers. (iii) 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 's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (viv) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) this transaction as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the BylawsBylaws of the Company, each as in effect at the Closing, in the form attached hereto as Exhibit E.D. (viivi) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F.E. (viiivii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares Purchased Shares, the Warrants and the WarrantsWarrant Shares. (viii) The Registration Statement shall be effective and available for the issuance and sale of the Purchased Shares hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder. (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 Common Shares and the related Warrants Additional Investment Rights at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (ia) each of the Transaction Documents and (iib) the Common Shares (in such amounts as such Buyer shall request) and the related Warrants Additional Investment Rights (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Dxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, the Company’s outside counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company and each of its Significant Subsidiaries in the Companysuch corporation’s state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days Business Days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (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 10 Business Days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary or Assistant Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viiviii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F. (viiiix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (x) 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 WarrantsAdditional Investment Rights. (ixi) 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 Common Shares Preferred Shares, 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: (i) a. The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (in same to such amounts as such Buyer Buyer. b. The Certificate of Designations shall request) have been filed with the Secretary of State of the State of Utah, and the related Warrants (in such amounts as such Buyer shall request) being purchased a copy thereof certified by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion Secretary of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto, which instructions State shall have been delivered to and acknowledged in writing by the Company’s transfer agentsuch Buyer. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) c. The Common Stock (I) shall be listed authorized for quotation on the Principal Market and (II) Market, trading in the Common Stock shall not have been suspended, as of the Closing Date, suspended by the SEC or the Principal Market from trading on and the Principal Market nor Underlying Shares 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 be listed upon the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) d. The representations and warranties 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 is already qualified by as to materiality or Material Adverse Effectin Section 3 above, in which case, such representations and warranties shall be true and correct in all respectswithout further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific 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 President or Chief Executive Financial Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, without limitation, an update as of the Closing Date regarding the representation contained in Section 3(c) above, in the form attached hereto here to as Exhibit F.EXHIBIT E. (viii) e. Such Buyer shall have received the opinion of the Company's counsel dated as of the Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of EXHIBIT F attached hereto. f. The Company shall have obtained executed and delivered to such Buyer the Warrants, Notes and Preferred Stock Certificates (each in such denominations or principal amounts as such Buyer shall request) for the Warrants, Notes and Preferred Shares being purchased by such Buyer at the Closing. g. The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to such Buyer. h. As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of issuing Redemption Shares, Coupon Shares and Warrant Shares, at least 1,000,000 shares of Common Stock. i. The Irrevocable Transfer Agent Instructions, in the form of EXHIBIT G attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. j. The Company shall have delivered to such Buyer a copy of a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 30 days of the Closing Date. k. The Company shall have delivered to such Buyer a copy of a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Utah within 30 days of the Closing Date. l. The Company shall have delivered to such Buyer a secretary's certificate, dated as of the Closing Date, as to (i) the resolutions described in Section 7(g), (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing. 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 five days of the Closing Date. n. The Company shall have made all governmentalfilings 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. o. All consents, approvals and actions of, filings with and notices to any governmental or regulatory authority necessary to permit the Buyers and the Company to perform their obligations under the Transaction Documents and to consummate the transactions contemplated hereby and thereby (i) shall have been duly obtained, made or third party consents given, (ii) shall not be subject to the satisfaction of any condition that has not been satisfied or waived or (iii) shall be in full force and approvalseffect, if any, and all terminations or expirations of waiting periods imposed by any governmental or regulatory authority necessary for the sale consummation of the Common Shares transactions contemplated by this Agreement shall have occurred. p. There shall not have occurred any Material Adverse Effect on the Company and the WarrantsSubsidiaries, taken as a whole. (ix) q. There shall not be in effect any order or law restraining, enjoining or otherwise prohibiting or making illegal the consummations of the transactions contemplated by the Transaction Documents or which could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by the Transaction Documents to the Buyers, and there shall not be pending or threatened on the Closing Date any action or proceeding or any other action in, before or by any governmental or regulatory authority which would reasonably be expected to result in the issuance of any such order or the enactment, promulgation or deemed applicability to the Buyers, the Company or any Subsidiary or the transactions contemplated by the Transaction Documents of any such law. r. 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. s. With respect to the security interest granted pursuant to this Agreement, the Company shall have delivered or caused to be delivered to the each Buyer: (A) duly executed copies of all UCC-l financing statements to be filed, registered or recorded in the filing offices set forth on SCHEDULE 3(AA) hereto, listing the Company as debtor and each Buyer as secured party, together with any other filings, registrations and recordings reasonably necessary and advisable to perfect the Liens of the Buyers in the Collateral; (B) uniform commercial code financing statement, federal and state tax lien and judgment searches as the Buyers shall have reasonably requested of the Company, and such termination statements or other documents as may be reasonably necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (C) evidence that all other actions reasonably necessary or, in the reasonable opinion of the Buyers, desirable to perfect and protect the Liens created hereunder have been taken; (D) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements; and (E) such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Buyers shall be granted a Lien, as reasonably requested by the Buyers. t. Duly executed Lockbox Collection Notices from each bank at which a Depositary Account is located.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares Debentures 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 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (Ix) shall be designated for quotation or listed on the Principal Market and (IIy) shall not have been suspended, as of the Closing Date, 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, as of the Closing Date, 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; and the Conversion Shares issuable upon conversion of the Debentures (without regard to any limitations on conversions) and the Warrant Shares issuable upon exercise of the Warrants (without regard to any limitations on exercises) upon the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties 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 is already qualified by as to materiality or Material Adverse Effectin Section 3 above, in which case such representations and warranties shall be true and correct in all respectswithout further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, date (which shall be true and correct as of such specified date)) and the Company shall have performed, satisfied and complied with 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 effect. (iv) The Company shall have delivered to such other matters Buyer the opinion of Hale and Dorr LLP, dated as may be of the Closing Date, in the form xx Exhibxx X, attached hereto. (v) The Company shall have executed and delivered to such Buyer the Debentures and the Warrants (in such denominations as such Buyer shall reasonably requested request) for the Debentures and the Warrants being purchased by such Buyer at the Closing. (vi) 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 Debentures and the exercise of the Warrants 4,392,506 shares of its Common Stock. (vii) The Company shall have delivered the Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto as Exhibit F.hereto, to the Company's transfer agent. (viii) The Company shall have obtained all governmental, regulatory or third party consents delivered to such Buyer a certificate evidencing the incorporation and approvals, if any, necessary for the sale good standing of the Common Shares and Company in Delaware issued by the WarrantsSecretary of State of Delaware as of a date within ten (10) days of the Closing Date. (ix) 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 as of a date within ten (10) days of the Closing Date. (x) The Company shall have delivered to such other documents relating Buyer a secretary's certificate, dated as of the Closing Date, certifying as to (A) adoption of the transactions contemplated by form of resolutions of the Board of Directors of the Company consistent with Section 3(b) above and in a form reasonably acceptable to such Buyer, (B) the Certificate of Incorporation and (C) the By-laws, each as in effect at the Closing. (xi) 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 as in compliance with such Buyer or its counsel may reasonably requestlaws.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares 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) Each of the Company and QX shall have (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party, and (ii) executed and delivered the Common Shares (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. (iib) Such Buyer shall have received the opinion opinions of Dxxxxx LLP, the Company’s US counsel for the Company (“Company Counsel”)and British Virgin Islands counsel, dated as of the Closing Date, each in substantially a form reasonably acceptable to the form of Exhibit D attached heretoBuyers. (iiic) 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 agentagent and by QX’s transfer agent (as soon as reasonably practicable after QX’s transfer agent is appointed). (ivd) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing (if applicable) of the Company and each of its Subsidiaries in the Companysuch corporation’s state jurisdiction of incorporation issued by the Secretary of State or other comparable authority of such jurisdiction of incorporation as of a date within 10 days of the Closing Date. (ve) The Company Common Stock (Ii) shall be listed on the Principal Market and (IIii) 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. (vif) The Company shall have delivered to such Buyer a certified copy of the Memorandum and Articles of Association and Certificate of Incorporation, as amended to date (the “Certificate of Incorporation”) as certified by appropriate authority under the laws of the British Virgin Islands within 10 days of the Closing Date. (g) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) this transaction as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the BylawsMemorandum and Articles of Association of the Company, each as in effect at the Closing, in the form attached hereto as Exhibit E.I. (viih) The representations and warranties of the Company and QX shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and each of the Company and QX 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 or QX 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.G. (viiii) 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 five days of the Closing Date. (j) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares Notes, the Conversion Shares, the Exchange Shares, the Warrants and the WarrantsWarrant Shares. (ixk) The Company and QX 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. (l) The Company shall have obtained Stockholder Approval.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company shall have duly (i) executed and delivered to such Buyer (i) each of the Transaction Documents and Documents, (ii) electronically delivered the Common Shares (in such amounts as being purchased by such Buyer shall requestat the Closing pursuant to this Agreement and (iii) executed and delivered the related Series A Warrants and Series B Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) Such Buyer shall have received the opinion of Dxxxxx LLPXxxxxx Xxxxx & Bockius, counsel for the Company (“Company Counsel”)Company’s counsel, dated as of the Closing Date, in substantially a form reasonably acceptable to the form of Exhibit D attached heretoBuyers. (iiic) 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 agentTransfer Agent. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing (if applicable) of the Company and each of its Subsidiaries in the Companysuch corporation’s state jurisdiction of incorporation issued by the Secretary of State or other comparable authority of such jurisdiction of incorporation as of a date within 10 days of the Closing Date. (ve) The Common Stock (Ii) shall be listed on the Principal Market and (IIii) 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. (vif) 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 (g) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation, as amended to date as certified by the Secretary of State of Delaware within 10 days of the Closing Date. (h) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) this transaction as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the BylawsBylaws of the Company, each as in effect at the Closing, in the form attached hereto as Exhibit E.D. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the 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 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, 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.E. (viiij) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (k) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares Shares, the Warrants and the WarrantsWarrant Shares. (ixl) The Registration Statement shall be effective and available for the issuance and sale of the Common Shares hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder. (m) There shall have been no Material Adverse Effect with respect to the Company since the date hereof. (n) The Company shall have delivered to such Buyer evidence, reasonably satisfactory to such Buyer, with respect to the termination of that certain Common Stock Purchase Agreement, dated as of June 26, 2009, by and between the Company and Seaside 88, L.P. (o) 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 Common 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 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly (i) executed and delivered to such Buyer (i) each of the Transaction Documents and Documents, (ii) electronically delivered the Common Purchased Shares (in such amounts as being purchased by such Buyer shall requestat the Closing pursuant to this Agreement and (iii) executed and delivered the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”)Company's counsel, dated as of the Closing Date, in substantially a form reasonably acceptable to the form of Exhibit D attached heretoBuyers. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C B attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each of its Subsidiaries in the Company’s state such corporation's jurisdiction of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation, as amended to date (the "CERTIFICATE OF INCORPORATION") as certified by the Secretary of State of Delaware within 10 days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) this transaction as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the BylawsBylaws of the Company, each as in effect at the Closing, in the form attached hereto as Exhibit E.C. (viiviii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F.D. (viiiix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (x) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares Purchased Shares, the Warrants and the WarrantsWarrant Shares. (ixxi) The Registration Statement shall be effective and available for the issuance and sale of the Purchased Shares 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 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: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, Bxxxx Xxxxxxx Bxxxxxx Israels LLP the Company's outside counsel for the Company (“"Company Counsel”"), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each of its operating Subsidiaries in the Company’s such corporation's state of incorporation issued by the Secretary of State of such state of incorporation 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 is required to so qualify, as of a date within 10 days of the Closing Date. (vi) 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 listing maintenance requirements of the Principal Market. (vivii) 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. (viii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viiix) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, 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. (viiix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (xi) 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. (ixxii) 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 Common Shares Debentures 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 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (Ix) shall be designated for quotation or listed on the Principal Market and (IIy) shall not have been suspended, as of the Closing Date, 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, as of the Closing Date, 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; and the Conversion Shares issuable upon conversion of the Debentures (without regard to any limitations on conversions) and the Warrant Shares issuable upon exercise of the Warrants (without regard to any limitations on exercises) upon the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties 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 is already qualified by as to materiality or Material Adverse Effectin Section 3 above, in which case such representations and warranties shall be true and correct in all respectswithout further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, date (which shall be true and correct as of such specified date)) and the Company shall have performed, satisfied and complied with 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 effect. (iv) The Company shall have delivered to such other matters Buyer the opinion of Hale and Dorr LLP, dated as may be of the Closing Daxx, in thx xxrm of Exhibit E, attached hereto. (v) The Company shall have executed and delivered to such Buyer the Debentures and the Warrants (in such denominations as such Buyer shall reasonably requested request) for the Debentures and the Warrants being purchased by such Buyer at the Closing. (vi) 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 Debentures and the exercise of the Warrants 878,501 shares of its Common Stock. (vii) The Company shall have delivered the Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto as Exhibit F.hereto, to the Company's transfer agent. (viii) The Company shall have obtained all governmental, regulatory or third party consents delivered to such Buyer a certificate evidencing the incorporation and approvals, if any, necessary for the sale good standing of the Common Shares and Company in Delaware issued by the WarrantsSecretary of State of Delaware as of a date within ten (10) days of the Closing Date. (ix) 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 as of a date within ten (10) days of the Closing Date. (x) The Company shall have delivered to such other documents relating Buyer a secretary's certificate, dated as of the Closing Date, certifying as to (A) adoption of the transactions contemplated by form of resolutions of the Board of Directors of the Company consistent with Section 3(b) above and in a form reasonably acceptable to such Buyer, (B) the Certificate of Incorporation and (C) the By-laws, each as in effect at the Closing. (xi) 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 as in compliance with such Buyer or its counsel may reasonably requestlaws.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) a. The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (same to the Escrow Agent; b. Trading 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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (I) shall be listed on the Principal Market and (II) common stock shall not have been suspended, as of the Closing Date, 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, 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.; (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) c. The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer ; d. The Company shall have received a certificate, executed by delivered to the Chief Executive Officer Escrow Agent the opinion of the Company, 's counsel dated as of the Closing Date, to the foregoing effect in form, scope and as substance reasonably satisfactory to such other matters as may be reasonably requested by such Buyer and in substantially the form of Exhibit C attached hereto as Exhibit F.hereto; (viii) e. The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to the Escrow Agent the Warrants and the Common Share Certificates (in such denominations as such Buyer shall request) for the sale of the Common Shares being purchased by such Buyer at the Closing; f. The Transfer Agent Instructions, in the form of Exhibit B attached hereto, shall have been delivered to and acknowledged in writing by the Warrants.Company's transfer agent and a copy of the executed Transfer Agent Instructions shall have been delivered to the Escrow Agent; (ix) g. The Company shall have made all filings, other than those contemplated by the Registration Rights Agreement, 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; h. The Company shall have delivered to such Buyer the Escrow Agent such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel the Escrow Agent may reasonably request; i. At Closing, the Placement Agent (as defined in Section 11(m)) shall reimburse the Buyers for the Buyers' attorneys' fees and expenses (in an amount not to exceed $20,000.00) incurred by the Buyers concerning the negotiation and preparation of the Transaction Documents and the consummation of the transactions contemplated thereby; 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 exercise of the Warrants, at least 999,041 shares of Common Stock; and k. The Escrow Agent and the Company shall have entered into an escrow agreement.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents and (iiB) the Common Shares (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 (for such number of shares of Common Stock 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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company in the Company’s its state of incorporation issued by the Secretary of State of such state as of a date within 10 ten (10) days of the Closing Date. (iii) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though 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 date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. (iv) 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. (v) 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. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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. (viii) The Company shall have obtained all governmental, regulatory or third third-party consents and approvals, if any, necessary for the sale of the Common Shares and Securities, including without limitation, those required by the WarrantsPrincipal Market. (vii) 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. (viii) 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. (ix) The Company shall have delivered to Merida, a consulting agreement (the “Consulting Agreement”) in the form attached hereto as Exhibit B. (x) 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 Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, Xxxxxxxxxx Xxxxxxx PC the Company’s outside counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company and each of its operating Subsidiaries in the Companysuch corporation’s state of incorporation issued by the Secretary of State of such state of incorporation 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 is required to so qualify, as of a date within 10 days of the Closing Date. (vi) 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 listing maintenance requirements of the Principal Market. (vivii) 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. (viii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viiix) The representations and warranties of the Company shall be true and correct in all material respects (except for those any representations and or warranties that are already qualified by materiality or Material Adverse Effect, in which 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 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 F. (viiix) 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. (ixxi) 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 Initial Purchased Common Shares and the related Warrants at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) to which the 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 AgreementCompany is a party. (ii) Such Buyer shall have received the opinion The representations and warranties of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated under Section 3 shall be true and correct as of the date when made and as of the Initial 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 Initial Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock ADSs (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Initial Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Initial Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (viiv) The Company shall have delivered to such the Buyer a certificate, scanned copies of fully executed by copies of the Secretary of lock-up agreements between the Company and dated as each of the Closing Date, as to (iPersons listed on Schedule 7(iv) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.C (each an “Executive Lock-Up Agreement”). (v) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Initial Purchased Common Shares. (vi) No Buyer shall be subject to any provision of any applicable law or any court or governmental order or injunction, which remains in effect, prohibiting or making illegal the consummation of the transactions contemplated hereby. (vii) The Shareholder Sale shall have closed simultaneous with the Initial Closing. (b) The obligation of each Buyer hereunder to purchase the Additional Purchased Common Shares at the Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The representations and warranties of the Company under Section 5 shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Additional 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 Additional Closing Date. Such Buyer . (ii) The ADSs (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have received a certificatebeen suspended, executed by the Chief Executive Officer of the Company, dated as of the Additional Closing Date, to by the foregoing effect and 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 to such other matters as may be reasonably requested of the Additional Closing Date, either (A) in writing by such Buyer in the form attached hereto as Exhibit F.SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (viiiiii) The Executive Lock-Up Agreements shall be in full force and effect. (iv) The Company shall have obtained the Shareholder Approval and all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Additional Purchased Common Shares and the WarrantsShares. (ixv) No Buyer shall be subject to any provision of any applicable law or any court or governmental order or injunction, which remains in effect, prohibiting or making illegal the consummation of the transactions contemplated hereby. (vi) The Initial Closing has occurred pursuant to the terms of this Agreement. (vii) Subject to the waiver and consent by such shareholders (the “Required Consent”) as required under Section 14.7 of the Third Amended and Restated Investors’ Rights Agreement dated December 11, 2013 (the “Investors’ Rights Agreement”) by and among the Company, its group companies, Xx. Xxxxxxx Xxxxx, and certain other parties thereto, the Company shall have executed the Registration Rights Agreement and delivered the same to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably requestBuyer.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Preferred Shares and on the related Warrants at the Closing Escrow Release Date is subject to the satisfaction, at or before the Closing Escrow Release 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 thereofdiscretion: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents Documents, and (ii) delivered the Common Shares (in such amounts as such Buyer shall request) and same to the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this AgreementBuyers. (ii) Such Buyer The Certificate of Designations shall have received been filed with the opinion Secretary of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as State of the Closing DateState of Delaware, in substantially and a copy thereof certified by such Secretary of State shall have been delivered to the form of Exhibit D attached heretoBuyers. (iii) The Company Common Stock shall have delivered to such Buyer a copy be authorized for quotation on the Nasdaq National Market, The Nasdaq SmallCap Market, NYSE or AMEX, trading in the Common Stock issuable upon conversion of the Irrevocable Transfer Agent Instructions, in Preferred Shares and 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 evidencing the incorporation and good standing exercise of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (I) shall related Warrants to be listed traded on the Principal Market and (II) Nasdaq National Market, The Nasdaq SmallCap Market, NYSE or AMEX shall not have been suspendedsuspended by the SEC, as The Nasdaq Stock Market, Inc., NYSE or AMEX and all 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 Conversion Shares and Warrant Shares issuable upon conversion 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 Preferred Shares and exercise of the Principal Market. (vi) The Company shall have delivered related Warrants to such Buyer a certificate, executed by the Secretary of the Company and dated as of be sold in escrow at the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality listed upon the Nasdaq National Market, The Nasdaq SmallCap Market, NYSE or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F. (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 and the WarrantsAMEX. (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 Common Shares 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 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (Ix) shall be designated for quotation or listed on the Principal Market and (IIy) shall not have been suspended, as of the Closing Date, 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, as of the Closing Date, 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; and the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of the Notes and the related Warrants, as the case may be, shall be listed upon the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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 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, including, without limitation, an update as of the Closing Date of the representation contained in Section 3(c) above. (iv) Such Buyer shall have received the opinion of Hughes & Luce L.L.P., dated as of the Closing Date, in form, xxxxx and xxxstance reasonably satisfactory to such Buyer and in substantially the form of Exhibit E attached hereto hereto. (v) The Company shall have executed and delivered to such Buyer the Note Certificates and the Warrants (in such denominations as Exhibit F.such Buyer shall request) for the Notes and the Warrants being purchased by such Buyer at the Closing. (vi) 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"). (vii) 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 Notes and the exercise of the Warrants, at least 2,753,163 shares of Common Stock. (viii) 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 obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares and the Warrantsdeliver a copy thereof to such Buyer. (ix) 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 ten (10) days of the Closing Date. (x) 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 Incorporation, certified as of a date within 10 days of the Closing Date, by the Secretary of State of the State of Texas and (C) the Bylaws, each as in effect at the Closing. (xi) 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. (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 (5) days of the Closing Date. (xiii) The Company shall have closed on the sale of its Series A Preferred Stock and Series B Preferred Stock and related warrants and received net proceeds from such sales of at least $7,425,000 and the Company shall have delivered evidence thereof to such Buyer in a form satisfactory to such Buyer. (xiv) The Company shall have delivered executed copies of each of the securities purchase agreements, registration rights agreements, and Statements of Designations (with evidence of filing with the Secretary of State of the State of Texas), entered into or filed in connection with its sale of the Series A Preferred Stock and Series B Preferred Stock as well as the Form of Warrant issued in each offering. (xv) The Company shall have delivered to such Buyer executed copies of the requested bank agency and control agreements and executed UCC financing statements as required under the Security Agreement, each in a form acceptable to 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. (a) The obligation of each Buyer hereunder to purchase the Common its Preferred Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the each Closing Date, unless otherwise noted below, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party and (ii) the Common Shares (in such amounts as Company shall have duly executed and delivered to such Buyer shall requestsuch aggregate number of Preferred Shares as set forth across from such Buyer’s name in column (3) and of the related Warrants (Schedule of Buyers, in such amounts each case, as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to each Closing Date. Such Buyer shall have received a certificate, duly executed by the opinion Chief Executive Officer of Dxxxxx LLP, counsel for the Company (“Company Counsel”)Company, dated as of the each Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in substantially the form of attached hereto as Exhibit D attached hereto.B. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of attached hereto as Exhibit C attached hereto, D which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent, dated as of each Closing Date. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation formation and good standing of the Company in the Companysuch entity’s state jurisdiction of incorporation formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within 10 ten (10) days of the each Closing Date. (v) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation and the Certificate of Designations as certified by the Nevada Secretary of State within ten (10) days of each Closing Date. (vi) The Company shall have delivered to such Buyer a certificate, in the form attached hereto as Exhibit E, executed by the Secretary of the Company and dated as of each Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors, which includes an acknowledgement of Section 3(i), in the form attached hereto as Exhibit F, (ii) the Articles of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at each Closing. (vii) 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 each Closing Date immediately prior to each Closing. (viii) The Common Stock (IA) shall be designated for quotation or listed (as applicable) on the Principal Market and (IIB) shall not have been suspended, as of the 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 the each Closing Date, either (AI) in writing by the SEC or the Principal Market or (BII) by falling below the minimum listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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. (viiiix) 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 Securities, including without limitation, those required by the WarrantsPrincipal Market, if any. (ixx) 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. (xiii) The Company shall have delivered to such Buyer one or more voting agreements in the form of Exhibit G hereof (collectively, the “Voting Agreements”), by and between the Company and the stockholders listed on Schedule 7(a)(xv) attached hereto (the “Stockholders”) and the Stockholders shall have duly executed and delivered to the Buyer each of the Voting Agreements at the First Closing. (xiv) 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”). (xv) 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. (xvi) The Company shall have delivered to such Buyer the Registration Rights Agreement, in the form of Exhibit H hereof, duly executed by the Company as of the First Closing. (xvii) With respect to each Subsequent Closing, the Buyers shall have previously agreed in writing (for which email is sufficient) to consummate such Subsequent Closing or additional closings. For the avoidance of doubt, the Buyers’ approval to proceed with such Subsequent Closing may be withheld or delayed in the Buyers’ sole and absolute discretion. (xviii) To the extent that the number of Required Shares exceeds 160, the Board of Directors of the Company shall have authorized, and the Company shall have filed with the Secretary of State of the State of Nevada, an amendment to the Certificate of Designations, in form reasonably satisfactory to the Buyers, to increase the total number of shares of Series B Preferred Stock authorized to be issued thereunder to equal at least the Required Shares.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares 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 and absolute discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (iA) each of the Transaction Documents and (iiB) the Common Shares Notes (allocated in such principal amounts as such Buyer shall request) and ), being purchased by such Buyer at the related Warrants Closing pursuant to this Agreement (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C B attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iii) The Company shall have delivered to such Buyer an executed copy of the Joinder to Security Agreement in the form of Exhibit C attached hereto. (iv) The Company shall have delivered to such Buyer a certificate evidencing an executed copy of the incorporation Registration Rights Agreement in the form of Exhibit D attached hereto. (v) The representations and good standing warranties of the Company in shall be true and correct as of the Company’s state date when made and as of incorporation issued by the Secretary of State Closing Date as though made at that time (except for representations and warranties that speak as of a specific date within 10 days 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. (vvi) 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. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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. (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 and the WarrantsSecurities. (ixviii) 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 Common 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: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) certificates for the Common Preferred Shares (in such amounts denominations 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. (iib) Such Buyer shall have received the opinion of Dxxxxx Xxxxxx Xxxx & Priest LLP, counsel for the Company (“Company Counsel”)Company’s counsel, dated as of the Closing Date, in substantially the form of Exhibit D F attached hereto. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C E attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the Companysuch corporation’s state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 five (5) days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (vie) The Company shall have delivered to such Buyer a certificatecertificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State of the jurisdictions set forth in Schedule 7(e), in each case as of a date within two (2) 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 Delaware within five (5) days of the Closing Date. (g) The Company shall have delivered to such Buyer a certificate in the form attached hereto as Exhibit G, executed by the Secretary an executive officer of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such BuyerBuyer (the “Resolutions”), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.. (viih) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects (except for covenants, agreements and conditions that are qualified by materiality, which shall be complied with 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.H. (viiii) 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. (j) [Reserved.] (k) [Reserved.] (l) 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 WarrantsSecurities. (ixm) Such Buyer shall have completed its legal and business due diligence review of the assets, properties and businesses of the Company and its Subsidiaries, and has satisfied itself of the results thereof. (n) 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. (o) The Company shall provide the Buyers with evidence reasonably satisfactory to the Buyers that it is in good standing in Delaware. (p) The Company shall provide the Buyers with a letter from Proha in the form of Exhibit I attached hereto.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) a. The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (in such amounts as such Buyer shall request) and same to the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.Escrow Agent; (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) b. 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (I) 's common stock shall be listed authorized for quotation on the Principal Market and (II) trading in Company common stock shall not have been suspended, as of the Closing Date, 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, 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.; (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) c. The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer ; d. The Company shall have received a certificate, executed by delivered to the Chief Executive Officer Escrow Agent the opinion of the Company, 's counsel dated as of the Closing Date, to the foregoing effect in form, scope and as substance reasonably satisfactory to such other matters as may be reasonably requested by such Buyer and in substantially the form of Exhibit C attached hereto as Exhibit F.hereto; --------- (viii) e. The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to the Escrow Agent the Warrants and the certificates representing Common Shares (in such denominations as such Buyer shall request) for the sale of the Common Shares being purchased by such Buyer at the Closing; f. The Transfer Agent Instructions, in the form of Exhibit B attached --------- hereto, shall have been executed by the Company and delivered to the Warrants.Company's transfer agent and a copy of the Company executed Transfer Agent Instructions shall have been delivered to the Escrow Agent; (ix) g. The Company shall have made all filings, other than those contemplated by the Registration Rights Agreement, 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; h. The Company shall have delivered to such Buyer the Escrow Agent such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel the Escrow Agent may reasonably request; and i. Subject to Section 11(l) below, at Closing, the Company shall reimburse the Buyers for the Buyers' attorneys' fees and expenses (in an amount not to exceed $10,000.00) incurred by the Buyers concerning the due diligence review of the contemplated transactions and the Company, and the negotiation and preparation of the Transaction Documents and the consummation of the transactions contemplated thereby.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (ii) Such Buyer shall have received the opinion opinions of Dxxxxx LLPHxxxx & Hxxxxxx L.L.P., the Company’s outside counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D D1 attached hereto and the Company’s in-house counsel in substantially the form of Exhibit D2 attached hereto. (iii) 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 evidencing the incorporation and good standing of the Company and each of its Subsidiaries in the Companysuch corporation’s state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (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 10 days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viiviii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F. (viiiix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (x) 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. (ixxi) 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) The Company shall have delivered the schedules to this Agreement and such schedules shall not contain information not set forth in the SEC Documents.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares 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: (ia) The Company shall have duly (i) executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party, and (ii) executed and delivered the Common Shares (in such amounts as such Buyer shall request) Notes and the related Warrants (in such amounts as such Buyer shall request) being purchased exchanged or purchased, as applicable, by such Buyer at the Closing pursuant to this Agreement. (iib) Such Buyer shall have received the opinion opinions of Dxxxxx LLP, the Company’s US counsel for the Company (“Company Counsel”)and British Virgin Islands counsel, dated as of the Closing Date, each in substantially a form reasonably acceptable to the form of Exhibit D attached heretoBuyers. (iiic) 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. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing (if applicable) of the Company and each of its Subsidiaries in the Companysuch corporation’s state jurisdiction of incorporation issued by the Secretary of State or other comparable authority of such jurisdiction of incorporation as of a date within 10 days of the Closing Date. (ve) The Company Common Stock (Ii) shall be listed on the Principal Market and (IIii) 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. (vif) The Company shall have delivered to such Buyer a certified copy of the Memorandum and Articles of Association and Certificate of Incorporation, as amended to date (the “Certificate of Incorporation”) as certified by appropriate authority under the laws of the British Virgin Islands within 10 days of the Closing Date. (g) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) this transaction as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the BylawsMemorandum and Articles of Association of the Company, each as in effect at the Closing, in the form attached hereto as Exhibit E.D. (viih) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, 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.E. (viiii) 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 five days of the Closing Date. (j) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares Notes, the Conversion Shares, the Warrants and the WarrantsWarrant Shares. (ixk) 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 Common Shares Notes and the related Warrants at the Closing is subject to the satisfaction, at or before each of the Initial Closing Date, Additional Closing Dates and the Final Closing Date, as the case may be, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered (physically or by electronic copy) to such Buyer (i) each of the Transaction Documents (not including the Registration Rights Agreement or the Transfer Agent Instructions to each Buyer of Series B Notes and Series B Warrants), (ii) the Common Shares 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, and (iii) the related Warrants (allocated in such amounts as such Buyer shall request) being issued to such Buyer at the Closing pursuant to this Agreement in an amount equal to (A) 75% of the number of Series A Conversion Shares underlying Series A Notes purchased by Buyer at an exercise price per Series A Warrant Share of 120% of the closing price of the common stock on the date immediately prior to the Initial Closing, subject to adjustment, and (B) 100% of the Series B Conversion Shares, underlying Series B Notes purchased by Buyer at an exercise price per Series B Warrant Share of 110% of the closing price of the common stock on the date immediately prior to the Initial Closing, subject to adjustment . (ii) Such Buyer shall have received the opinion of Dxxxxx LLPXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx Professional Corporation, the Company’s outside counsel for the Company (“Company Opinion of Counsel”), dated as of the Closing Date each Additional Closing Date and the Final Closing Date, in substantially the form of Exhibit D H attached hereto. (iii) The Company shall have delivered to such Buyer of Notes and Warrants a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C 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 incorporation formation and good standing of the Company and each of its Subsidiaries in the Companysuch entity’s state jurisdiction of incorporation formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Initial Closing Date. (v) The Common Stock 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 (Ior comparable office) shall be listed on in each jurisdiction in which the Principal Market and (II) shall not have been suspendedCompany has so qualified, as of a date within 10 days of the Initial Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the 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. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of each of the Initial Closing Date, Additional Closing Date(s) and the Final Closing Date, as the case may be, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.I. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of each of the Initial Closing Date, Additional Closing Date(s) and the Final 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 Initial Closing Date, the Additional Closing Date(s) and the Final Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of each of the Initial Closing Date, the Additional Closing Date(s) and the Final 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.J. (viii) The Company Each of the Company’s officers, directors and their respective affiliates shall have obtained all governmentalentered into a lock-up agreement with the Company, regulatory in the form attached hereto as Exhibit K. (ix) The Common Stock (A) shall be designated for quotation or third party consents listed on the Principal Market and approvals(B) shall not have been suspended, if any, necessary for the sale as of the Common Shares and Initial Closing Date, Additional Closing Date or the WarrantsFinal Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Initial Closing Date or the Final Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum listing maintenance requirements of the Principal Market. (ixx) 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 Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (iA) each of the other Transaction Documents and (iiB) the Common Shares (in the number as is set forth across from such amounts as such Buyer shall requestBuyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for the 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. (ii) Such Buyer shall have received the opinion of Dxxxxx Sxxxxxxxx Wxxxxxxxxx & Beilly LLP, counsel for the Company (“Company Counsel”)Company’s counsel, dated as of the Closing Date, in substantially the form of Exhibit D attached heretoacceptable to such Buyer. (iii) The Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have delivered performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the 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 a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto, which instructions shall have been delivered acceptable to and acknowledged in writing by the Company’s transfer agentsuch Buyer. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) 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. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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. (viiiv) 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 Securities, including without limitation, those required by the WarrantsPrincipal Market. (ixvi) The Company No statute, rule, regulation, executive order, decree, ruling or injunction shall have delivered to such Buyer such other documents relating to 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. (vii) Since the date of execution of this Agreement as such Buyer Agreement, no event or its counsel may series of events shall have occurred that reasonably requestwould have or result in a Material Adverse Effect.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common 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 such Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company and each Buyer with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents Documents, and (ii) delivered the Common Shares (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. (ii) Such Buyer The Statement of Designations shall have received been filed with the opinion Secretary of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as State of the Closing DateCommonwealth of Pennsylvania, in substantially and a copy thereof certified by the form Secretary of Exhibit D attached heretoState of the Commonwealth of Pennsylvania shall have been delivered to such Buyer. (iii) 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (I) shall be listed on the Principal Market NYSE and (II) since August 20, 1999, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market suspended from trading on the Principal Market or delisted from such exchange nor shall delisting or suspension by the SEC or the Principal Market such exchange have been threatened, as of the Closing Date, threatened either (A) in writing by the SEC or the Principal Market such exchange or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (vi) such exchange. The Company shall have delivered to such Buyer a certificate, executed by complied with the Secretary listing requirements of NYSE for the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of the Company Preferred Shares and dated as of the Closing Daterelated Warrants, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.case may be. (viiiv) The representations and warranties of the Company contained herein shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents and the Statement of Designations 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 may reasonably request, including, without limitation, an update as of the Closing Date regarding the representation contained in Section 3(c) above. (v) Such Buyer shall have received the opinion of Duane, Morris & Heckscher LLP dated as of the Closing Date, in substantially the form of Exhibit D, attached hereto as Exhibit F.hereto. (viiivi) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to such Buyer the Stock Certificates for the sale of the Common Preferred Shares and the related Warrants being purchased by such Buyer at the Closing. (vii) The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b) above in a form reasonably acceptable to such Buyer (the "Resolutions"). (viii) 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 and exercise of the Warrants, at least 1,900,000 shares of Common Stock. (ix) The Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (x) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each United States Subsidiary in such corporation's state of organization issued by the Secretary of State of such state of incorporation as of a date within ten days of the Closing Date. (xi) 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 Incorporation and (C) the By-laws, each as in effect at the Closing Date. (xii) The Company shall have delivered to such Buyer a certified copy of its Articles of Incorporation as certified by the Secretary of State of the Commonwealth of Pennsylvania within ten days of the Closing Date. (xiii) 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. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement the Transaction Documents 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 Common Series A 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 thereofdiscretion: (i) a. The Company shall have duly executed this Agreement and the Registration Rights Agreement, and delivered the same to such Buyer (i) each Buyer. b. The Certificate of Designations, shall have been filed with the Secretary of State of the Transaction Documents State of Delaware, and (ii) the Common Shares (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) being purchased a copy thereof certified by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion Secretary of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto, which instructions State shall have been delivered to and acknowledged in writing by the Company’s transfer agentsuch Buyer. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) c. The Common Stock (I) shall be listed authorized for quotation on the Principal Nasdaq National Market and (II) System, The New York Stock Exchange, Inc. or AMEX, trading in the Common Stock issuable upon conversion of the Series A Preferred Shares to be traded on the Nasdaq National Market System, The New York Stock Exchange, Inc. or AMEX shall not have been suspendedsuspended by the SEC, as The Nasdaq Stock Market, Inc., The New York Stock Exchange, Inc. or AMEX and all 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 Conversion Shares issuable upon conversion of the Series A Preferred Shares to be sold at the Closing Dateshall be listed upon the Nasdaq National Market System, either (A) in writing by the SEC The New York Stock Exchange, Inc. or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal MarketAMEX. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) d. The representations and warranties 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 is already qualified by as to materiality or Material Adverse Effectin Section 3 above, in which case, such representations and warranties shall be true and correct in all respectswithout further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific 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 this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, 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 including, without limitation, an update as of the Closing Date regarding the representation contained in Section 3(c) above. e. Such Buyer shall have received the opinion of the Company's counsel dated as of the Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit C attached hereto as Exhibit F.hereto. (viii) f. The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary for the sale of the Common Shares and the Warrants. (ix) The Company shall have delivered to such Buyer the Stock Certificates (in such other documents relating to the transactions contemplated by this Agreement denominations as such Buyer or shall request) for the Series A Preferred Shares being purchased by such Buyer at the Closing. g. The Board of Directors of the Company shall have adopted the resolutions in substantially the form of Exhibit D attached hereto. h. As of the Closing Date, the Company shall have reserved out of its counsel may reasonably requestauthorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series A Preferred Shares, at least 150% of the number of shares of Common Stock necessary to provide for the issuance of the Conversion Shares based on the trading price of the Common Stock as of the Closing Date. i. The Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Common Shares (in such amounts 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 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. (ii) Such Buyer shall have received the opinion of Dxxxxx Hxxxxx and Bxxxx, LLP, the Company’s outside counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company and each of its U.S. Subsidiaries in the Companysuch corporation’s state of incorporation issued by the Secretary of State of such state of incorporation 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 is required to so qualify, as of a date within 10 days of the Closing Date. (vi) 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 listing maintenance requirements of the Principal Market. (vivii) 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. (viii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.D. (viiix) (i) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are Company, to the extent not qualified by materiality or Material Adverse Effect, which shall be have been true and correct in all respects) material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects as of such specified date), (ii) the representations and warranties of the Company, to the extent qualified by materiality or Material Adverse Effect, shall have been true and correct 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 (iii) 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 Senior Vice President and Chief Executive Financial Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F.E. (viiix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (xi) 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 WarrantsSecurities. (ixxii) 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 Common Shares 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 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: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party and (ii) the Common Shares (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. (iib) Such Buyer shall have received the an opinion of Dxxxxx LLP, Cayman Islands counsel for to the Company (“Company Counsel”)Company, dated as of the Closing Date, in substantially the form of Exhibit D attached heretoreasonably acceptable to such Buyer. (iii) 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. (ivc) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 ten (10) days of the Closing Date. (vd) Each and every representation and warranty of the Company shall be true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such 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 to be performed, satisfied or complied with by the Company at or prior to each Closing Date. (e) The Common Stock ADSs (IA) shall be designated for quotation or listed (as applicable) on the Principal Market and (IIB) shall not have been suspended, as of the 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 the each Closing Date, either (AI) in writing by the SEC or the Principal Market or (BII) by falling below the minimum listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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. (viiif) The Company shall have obtained all material governmental, regulatory or third third-party consents and approvals, if any, necessary for the sale of the Common Shares and Securities, including without limitation, those required by the WarrantsPrincipal Market, if any. (ixg) The Company No statute, rule, regulation, executive order, decree, ruling or injunction shall have delivered to such Buyer such other documents relating to 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 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). (i) 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”). (j) From the date hereof to the applicable Closing Date, (i) trading in the ADSs 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), (ii) the closing price of the ADSs during each of the five (5) consecutive Trading Days immediately prior to the Closing Date shall be at least 150% of the Floor Price (as defined in the Convertible Debentures), and (iii) 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 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. (a) The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants Notes 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: (i) The Company shall have duly executed and delivered to such Buyer (iA) each of the executed Transaction Documents, including the Security Agreement, and all necessary Intercreditor Agreements, and (B) a Note in such original principal amount as is set forth under “Original Principal Amount of Notes” on such Buyer’s signature page hereto. (ii) Each Guarantor shall have duly executed and delivered to such Buyer each of the Transaction Documents and (ii) the Common Shares (in to which 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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached heretoGuarantor is a party. (iii) The Company Trustee shall have duly executed the Indenture and delivered the same 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued certificate, executed by the Secretary of State the Company and dated as of the Closing, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a date within 10 days form reasonably acceptable to such Buyer, (ii) the Articles of Incorporation and (iii) the Closing Date.Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit C. (v) The Common Stock (I) shall be listed designated for quotation on the Principal Market and (II) shall not have been suspended, as of the Closing Datesuch 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 Datesuch 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. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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 DateClosing. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing DateClosing, 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.D. (viiivii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares Notes and the Warrantsconsummation of the transactions contemplated hereby. (viii) The Company and each Guarantor other than Emerald Fields, Nuevo Elemental, Nuevo Holding and Schwazze New Mexico shall have delivered to such Buyer the results of a recent lien, bankruptcy, PTO, tax and judgment search in each relevant jurisdiction with respect to the Company and each of the Guarantors other than Emerald Fields, Nuevo Elemental, Nuevo Holding and Schwazze New Mexico, that shall reveal no Liens on any of the Collateral (as such term is defined in the Security Agreement) or other assets of the Company and the Guarantors other than Emerald Fields, Nuevo Elemental, Nuevo Holding and Schwazze New Mexico except, in the case of assets other than Collateral, for Permitted Liens (as such term is defined in the Security Agreement) and except for Liens to be discharged on or prior to the Closing pursuant to documentation reasonably satisfactory to the Buyer. (ix) The 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. (x) The Buyer shall have received satisfactory evidence that each document (including any Uniform Commercial Code financing statements and appropriate filings with the PTO) required by the Transaction Documents or any legal requirement or reasonably requested by a Buyer or the Collateral Agent to be filed, registered, or recorded in order to create in favor of the Collateral Agent a perfected first priority lien on the Collateral described therein prior to and superior to the right of any other Person (other than with respect to liens expressly permitted under the Indenture and the Security Agreement) shall be in proper form for filing, registration, and recording and provided to the Collateral Agent for filing in each jurisdiction. (xi) The Buyer shall have received a legal opinion from counsel with respect to the transactions contemplated under this Agreement and the Transaction Documents, including the Indenture, the Security Agreement and the necessary Intercreditor Agreements. (xii) The Buyer shall have received evidence of insurance coverage in the form, scope, and substance satisfactory to the Buyer. (xiii) Each other Buyer shall have delivered to the Company such Buyer’s aggregate Purchase Price for the Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (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) After the date of this Agreement, there shall not have occurred any reverse or forward stock split, stock dividend, stock combination or and similar transaction involving the Common Stock of the Company. (xvi) The proceeds of the Notes shall be deposited into a deposit account for which the Collateral Agent for the Notes shall be the secured party under a deposit account control agreement.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common 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: (i) a. The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (in same to such amounts as such Buyer Buyer. b. The Certificate of Designations, shall request) have been filed with the Secretary of State of the State of Delaware, and the related Warrants (in such amounts as such Buyer shall request) being purchased a copy thereof certified by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion Secretary of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto, which instructions State shall have been delivered to and acknowledged in writing by the Company’s transfer agentsuch Buyer. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) c. The Common Stock (I) shall be listed authorized for quotation on the Principal Market and (II) Market, trading in the Common Stock shall not have been suspended, as of the Closing Date, 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, 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. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) d. The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, without limitation, an update as of the Closing Date regarding the representation contained in Section 3(c) above, in the form attached hereto here to as Exhibit F.EXHIBIT E. (viii) e. Such Buyer shall have received the opinion of the Company's counsel dated as of the Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of EXHIBIT C attached hereto. f. The Company shall have obtained executed and delivered to such Buyer the Preferred Stock Certificates (in such denominations as such Buyer shall request) for the Preferred Shares being purchased by such Buyer at the Closing. g. The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to such Buyer. h. 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 1,306,803 shares of Common Stock. i. The Irrevocable Transfer Agent Instructions, in the form of EXHIBIT D attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. j. The Company shall have delivered to such Buyer a certificate evidencing the incorporation of the Company and each Subsidiary and good standing of the Company in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. k. 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 days of the Closing Date. l. The Company shall have delivered to such Buyer a secretary's certificate, dated as the Closing Date, as to (i) the resolutions described in Section 7(g), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. m. The Company shall have made all governmental, regulatory or third party consents and approvalsfilings necessary, if any, necessary for under all applicable federal and state securities laws to consummate the sale issuance of the Common Shares and the WarrantsSecurities pursuant to this Agreement in compliance with such laws. (ix) n. The Company shall provide all documentation relating to the waiver or cure of any violation, conflict or default of any material agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party. o. 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 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: (i) a. The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (in such amounts as such Buyer shall request) and same to the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.Escrow Agent; (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) b. 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (I) 's common stock shall be listed authorized for quotation on the Principal Market and (II) trading in Company common stock shall not have been suspended, as of the Closing Date, 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, 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.; (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) c. The representations and warranties of the Company shall be true and correct correct, in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectrespects, which shall be true and correct in all respects) 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 complied, in all material respects 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 ; d. The Company shall have received a certificate, executed by delivered to the Chief Executive Officer Escrow Agent the opinion of the Company, 's counsel dated as of the Closing Date, to the foregoing effect in form, scope and as substance reasonably satisfactory to such other matters as may be reasonably requested by such Buyer and in substantially the form of Exhibit C attached hereto as Exhibit F.hereto; (viii) e. The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to the Escrow Agent the certificates representing Common Shares (in such denominations as such Buyer shall request) for the sale of the Common Shares being purchased by such Buyer at the Closing; f. The Transfer Agent Instructions, in the form of Exhibit B attached hereto, shall have been delivered to and acknowledged in writing by the Warrants.Company's transfer agent and a copy of the executed Transfer Agent Instructions shall have been delivered to the Escrow Agent; (ix) g. The Company shall have made all filings, other than those contemplated by the Registration Rights Agreement, 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; h. The Company shall have delivered to such Buyer the Escrow Agent such other documents relating to the transactions contemplated by this Agreement as such Buyer the Escrow Agent or its counsel may reasonably request; i. The Company and the Escrow Agent shall have entered into an escrow agreement; and, j. Subject to Section 11(l) below, at the Closing, the Company shall reimburse the Buyers for the Buyers' attorneys' fees and expenses (in an amount not to exceed $15,000.00) incurred by the Buyers concerning the due diligence review of the contemplated transactions and the Company, and the negotiation and preparation of the Transaction Documents and the consummation of the transactions contemplated thereby.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and Notes 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: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (Ix) shall be designated for quotation or listed on the Principal Market and (IIy) shall not have been suspended, as of the Closing Date, 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, as of the Closing Date, 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; and the Conversion Shares issuable upon conversion of the Notes shall be listed upon the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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, including, without limitation, an update as of the Closing Date of the representation contained in Section 3(c) above. (iv) Such Buyer shall have received the opinion of outside counsel for the Company reasonably acceptable to the Buyers, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form attached hereto of Exhibit C. (v) The Company shall have executed and delivered to such Buyer the Note Certificates (in such denominations as Exhibit F.such Buyer shall request) for the Notes being purchased by such Buyer at the Closing. (vi) 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"). (vii) 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 Notes, at least 9,913,794 shares of Common Stock. (viii) The Company shall have obtained all governmental, regulatory or third party consents delivered to such Buyer a certificate evidencing the incorporation and approvals, if any, necessary for the sale good standing of the Common Shares Company issued by the Secretary of State of Delaware, and a certificate evidencing the Warrantsgood standing of the Company as a foreign corporation in California issued by the Secretary of State of California, each as of a date within ten (10) days of the Closing Date. (ix) 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 10 days of the Closing Date, by the Secretary of State of the State of Delaware and (C) the Bylaws, each as in effect at the Closing. (x) 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, except for the filing with the SEC of a Form D as required under Regulation D. (xi) 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. (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 Common 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 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly (i) executed and delivered to such Buyer (i) each of the Transaction Documents Documents, and (ii) electronically delivered the Common Purchased 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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLPXxxx & Xxxxxx, L.L.P., the Company's outside counsel for the Company (“"Company Counsel”"), dated as of the Closing Date, substantially in substantially the form of attached hereto as Exhibit D attached hereto.A. (iii) 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 evidencing the incorporation and good standing of the Company and each of its Subsidiaries in the Company’s state such corporation's jurisdiction of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Closing Date. (viv) 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 listing maintenance requirements of the Principal Market. (v) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation, as amended to date (the "Articles") as certified by the Secretary of State of Colorado within 10 days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) this transaction as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation Articles and (iii) the BylawsBylaws of the Company, each as in effect at the Closing, in the form attached hereto as Exhibit E.B. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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.C. (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 Closing Date. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares and the WarrantsPurchased Shares. (ixx) 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 required thereunder. (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 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: (i) a. The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (in such amounts as such Buyer shall request) and same to the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.Escrow Agent; (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) b. 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (I) 's common stock shall be listed authorized for quotation on the Principal Market and (II) trading in Company common stock shall not have been suspended, as of the Closing Date, 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, 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.; (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) c. The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such ; d. The Company shall have executed and delivered to the Escrow Agent the Common Stock Certificates and Warrants (in such denominations as such Buyer shall request) for the Common Shares and Warrants being purchased by such Buyer at the Closing; e. The Transfer Agent Instructions shall have received a certificate, executed been delivered to and acknowledged in writing by the Chief Executive Officer Company's transfer agent and a copy of the Company, dated as executed Transfer Agent Instructions shall have been delivered to the Escrow Agent; f. 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; g. 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. (viii) The Company shall have obtained all governmentalreserved out of its authorized and unissued common stock, regulatory or third party consents and approvals, if any, necessary solely for the sale purpose of effecting the exercise of the Common Shares and Warrants, no less than 200% of the number of shares of Company common stock needed to provide for the issuance of the shares of Company common stock upon exercise of all outstanding Warrants.; (ix) h. The Company shall have delivered to such Buyer the Escrow Agent such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel the Escrow Agent may reasonably request; i. The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to such Buyer; j. The Company shall have delivered to such Buyer copies of certificates evidencing the incorporation and good standing of the Company and each Subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 30 days of the Closing; and k. The Company shall have delivered to such Buyer a copy of the Articles of Incorporation.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company Ocuphire with prior written notice thereof: (ia) The Company Ocuphire shall have duly executed and delivered to such Buyer (iA) each of the Ocuphire Transaction Documents and (iiB) the 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. (iib) 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 Dxxxxx Xxxxxxxx LLP, counsel for the Company (“Company Counsel”)Ocuphire’s outside counsel, dated as of the Closing Date, in substantially the form of Exhibit D attached heretoand substance substantially identical to the opinion agreed to between Ocuphire and the Lead Investor on or prior to the Amendment and Restatement Date. (iiid) 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 Amendment and Restatement Date. (e) Rexahn shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, Instructions in escrow to be released upon the form effectiveness of Exhibit C attached heretothe Merger, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentTransfer Agent. (ivf) The Company Each of Ocuphire and Rexahn shall have delivered to such Buyer a certificate evidencing the incorporation formation and good standing of the Company Ocuphire and Rexahn in the Companysuch entity’s state jurisdiction of incorporation formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 ten (10) calendar days prior to the Closing Date. (g) 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 its Secretary and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) or Section 4(b), respectively, as adopted by its board of directors, (ii) the Ocuphire Certificate of Incorporation or the Rexahn Certificate of Incorporation, respectively, and (iii) the Ocuphire Bylaws and Rexahn Bylaws, respectively, each as in effect at the Closing, in the form attached hereto as Exhibit E. (j) The representations and warranties of 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, 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, 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 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 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 F. (k) Each of Ocuphire and Rexahn shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G (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. (l) 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. (vm) The 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. (vin) 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 Company 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 such Buyer Ocuphire a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closingleak-out agreement, in the form attached hereto as Exhibit E.H, executed by each Buyer (the “Leak-Out Agreements”). (viiu) The representations Rexahn shall have a number of shares of Rexahn Common Stock equal to the Required Reserve Amount available in its authorized capital and warranties 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 Company shall be true and correct in all material respects (except for those representations and warranties Lead Investor, that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to is occurring on 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. (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 and the Warrants. (ixx) The Company 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. The obligation of each Buyer hereunder to purchase the Common 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 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) a. The Company shall have duly (i) executed and delivered to such Buyer (i) each of the Transaction Documents and Documents, (ii) caused the Common Transfer Agent to deliver certificates representing the Purchased Shares (in such amounts as being purchased by such Buyer shall requestat the Closing pursuant to this Agreement and (iii) executed and delivered the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) b. The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C B attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) c. 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 any securities market from trading on the Principal Market such market nor shall suspension by the SEC or the Principal Market any such market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market any such principal market or (B) by falling below the minimum listing maintenance requirements of the Principal Marketsuch principal market. (vi) d. The Company shall have delivered to such Buyer a certificatecertified copy of the Articles of Incorporation, executed as amended to date (the "Articles of Incorporation") as certified by the Secretary of the Company and dated as State of Minnesota within 10 days of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.. (vii) 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 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 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, 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.. (viii) f. The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares Purchased Shares, the Warrants and the WarrantsWarrant Shares. (ix) g. The Registration Statement shall be effective and available for the issuance and sale of the Purchased Shares hereunder and the Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement Prospectus and the Prospectus Supplement as such Buyer or its counsel may reasonably requestrequired thereunder.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (ii) Such Buyer shall have received the opinion of Dxxxxx Xxxxxxxx Xxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D C attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C 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 incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (viv) The Company shall have delivered to such Buyer a certificate, executed by the Secretary or Assistant Secretary of the Company and dated as of the Closing Date, in the form attached hereto as Exhibit D, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E.. (viivi) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer Buyer, in the form attached hereto as Exhibit F. (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 and the Warrants. (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.E.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Preferred Shares 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 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents Documents, including but not limited to the Shelf Registration Rights Agreement by and (ii) between certain of the Common Shares (in such amounts as such Buyer shall request) 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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached heretoG hereto (the "Shelf Registration Rights Agreement"), which instructions and delivered the same to such Buyer. (b) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware, and a copy thereof certified by the Secretary of State of the State of Delaware shall have been delivered to and acknowledged in writing by the Company’s transfer agentsuch Buyer. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (vc) The Common Stock (Ix) shall be designated for quotation or listed on the Principal Market and (IIy) shall not have been suspended, as of the Closing Date, 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, as of the Closing Date, threatened either (Ai) in writing by the SEC or the Principal Market or (Bii) by the Company's falling below the minimum listing maintenance requirements of the Principal Market; and the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of the Preferred Shares and the related Warrants, as the case may be shall be listed upon the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viid) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer or 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. (e) Such Buyer shall have received the opinion of Pipex Xxxxxxx Xxxxxxx & Xolfx, XXP dated as of the Closing Date, in form, scope and substance reasonably satisfactory to such Buyer in substantially the form of Exhibit D, attached hereto as Exhibit F.hereto. (viiif) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to such Buyer the Preferred Stock Certificates and the Warrants (in such denominations as such Buyer shall request) for the sale of the Common Preferred Shares and the WarrantsWarrants being purchased by such Buyer at the Closing. (ixg) 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"). (h) 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 and the exercise of the Warrants, at least 47,503,764 shares of Common Stock. (i) The Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (j) 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 prior to the Closing Date. (k) The Company shall have delivered to such Buyer a certified copy of the Charter as certified by the Secretary of State of the State of Delaware as of a date within five days prior to 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 (i) the Resolutions, (ii) the Charter, (iii) the By-laws and (iv) the incumbency of the officers of the Company executing the Transaction Documents. (m) 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. (n) 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 three days prior to the Closing Date. (o) The Company shall have renegotiated the Credit Agreement to the Buyers' reasonable satisfaction, including, subject to the terms and conditions of the Credit Agreement, a commitment from Nortel Networks Inc. for debt financing in an amount equal to $125 million. (p) The Buyers shall have agreed to purchase an aggregate of 65,000 Preferred Shares. (q) The Buyers shall have completed, to their satisfaction, business and legal due diligence, an audit review and a review of the senior management team incentive plan. (r) The person designated by Boston Ventures LP VI for election to the board of directors of the Company, shall have been elected to the class of such board whose term expires at the annual meeting of stockholders in 2001, and shall have been appointed to each committee of the Company, including appointment to the audit committee of the Company by a resolution of the Board of Directors of the Company stating that such designee's membership is required by the best interests of the Company and its shareholders. (s) Each of the officers, directors and other persons set forth on Schedule 7(s) hereto, shall have entered in to a lock-up agreement substantially in the form of (i) Exhibit F-1 hereto, with respect to management, (ii) Exhibit F-2 hereto, with respect to purchasers of Series A preferred stock of the Company and (iii) Exhibit F-3 hereto, with respect to purchasers of Series B, Series C or Series D preferred stock of the Company. (t) The Company shall have delivered to the Buyers such other documents relating to the transactions transaction contemplated by this Agreement the Transaction Documents as such Buyer the Buyers or its their counsel may reasonably request. (u) The Company shall have received satisfactory interpretative advice regarding the transactions contemplated herein from Nasdaq. (v) The Company shall have delivered to the Buyers a certificate from the Company's Treasurer certifying the book value of the Common Stock as of a date agreed to by the Buyers.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) a. The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (in such amounts as such Buyer shall request) and same to the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.Escrow Agent; (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) b. 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (I) 's common stock shall be listed authorized for quotation on the Principal Market and (II) trading in Company common stock shall not have been suspended, as of the Closing Date, 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, 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.; (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) c. The representations and warranties of the Company shall be true and correct correct, in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectrespects, which shall be true and correct in all respects) 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 complied, in all material respects 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 ; d. The Company shall have received a certificate, executed by delivered to the Chief Executive Officer Escrow Agent the opinion of the Company, 's counsel dated as of the Closing Date, to the foregoing effect in form, scope and as substance reasonably satisfactory to such other matters as may be reasonably requested by such Buyer and in substantially the form of Exhibit C attached hereto as Exhibit F.hereto; (viii) e. The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to the Escrow Agent the certificates representing Common Shares (in such denominations as such Buyer shall request) for the sale of the Common Shares being purchased by such Buyer at the Closing; f. The Transfer Agent Instructions, in the form of Exhibit B attached hereto, shall have been delivered to and acknowledged in writing by the Warrants.Company's transfer agent and a copy of the executed Transfer Agent Instructions shall have been delivered to the Escrow Agent; (ix) g. The Company shall have made all filings, other than those contemplated by the Registration Rights Agreement, 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; h. The Company shall have delivered to such Buyer the Escrow Agent such other documents relating to the transactions contemplated by this Agreement as such Buyer the Escrow Agent or its counsel may reasonably request; i. The Company and the Escrow Agent shall have entered into an escrow agreement; j. Subject to Section 11(l) below, at the Closing, the Company shall reimburse the Buyers for the Buyers' attorneys' fees and expenses (in an amount not to exceed $15,000.00) incurred by the Buyers concerning the due diligence review of the contemplated transactions and the Company, and the negotiation and preparation of the Transaction Documents and the consummation of the transactions contemplated thereby; and k. The Company and the Placement Agent shall have entered into the placement agent agreement.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) certificates evidencing the 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. (ii) Such Buyer shall have received the opinion of Dxxxxx Xxxxx Xxxxxx LLP, the Company’s outside counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form 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 evidencing raised gross proceeds of not less than $5,000,000 in connection with the incorporation and good standing of the Company in the Company’s state of incorporation issued transactions contemplated by the Secretary of State as of a date within 10 days of the Closing Datethis Agreement. (v) 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 listing maintenance requirements of the Principal Market. (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 10 days of the Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viiviii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, 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. (viiiix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (x) 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. (ixxi) 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 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: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (ii) Such Buyer shall have received the opinion opinions of Dxxxxx each of Txxxxxxx Sxxxxxx LLP, counsel for Hxxxxx Westwood & Riegels and Hainan Haida Pingzheng Law Office, each the Company (“Company Counsel”)Company’s outside counsel, dated as of the Closing Date, in substantially the form forms of Exhibit D Exhibits B-0, X-0 and B-3, respectively, attached hereto. (iii) 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 evidencing the incorporation and good standing existence of the Company in the Company’s state of incorporation issued by the Secretary of State British Virgin Islands as of a date within 10 days of the Closing Date. (viv) 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 listing maintenance requirements of the Principal Market. (viv) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Memorandum and Articles of Incorporation and (iii) the Bylaws, each Association as in effect at on the ClosingClosing Date, in the form attached hereto as Exhibit E.C. (viivi) The representations and warranties of the Company contained in Section 3 shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F.D. (viiivii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares Shares. (viii) The Agent shall have received a lock-up agreement substantially in the form of Exhibit E hereto duly executed by each officer (as defined in Rule 16a-1 under the 1000 Xxx) and director of the WarrantsCompany. (ix) 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. (x) Contemporaneously with the Closing, the Company shall have raised no less than $20 million pursuant to the transactions contemplated hereby. (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 Company understands that each Buyer’s obligation of each Buyer hereunder to purchase the Common Preferred Shares and acquire a Warrant is conditioned upon satisfaction of the related Warrants at the Closing is subject to the satisfaction, at following conditions precedent on or before the Closing Date, Date (any or all of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and which may be waived by such each Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:discretion): (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of On the Closing Date, in substantially no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the form of Exhibit D attached hereto.transactions contemplated by this Agreement; (iii) 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 evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (v) 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 listing maintenance requirements of the Principal Market. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viib) The representations and warranties of the Company contained in this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on the Closing Date as of the date when made if given on and as of the Closing Date as though made at that time (except for representations and warranties that speak given as of a specific date, which representations shall be true and correct as of such specified datedate and, except for the approvals and filings referred to in clause (2) of Section 4(f), which shall have been obtained or made, as required, on or before the Closing Date), and on or before the Closing Date the Company shall have performed, satisfied performed all covenants and complied agreements of the Company contained herein or in all material respects with any of the covenants, agreements and conditions required by the other Transaction Documents required to be performed, satisfied or complied with performed by the Company at on or prior to before the Closing Date. Such ; (c) No event which, if the Preferred Shares were outstanding, would constitute an Optional Redemption Event or which, with the giving of notice or the passage of time, or both, would constitute an Optional Redemption Event shall have occurred and be continuing; (d) On the Closing Date, each Buyer shall have received a certificatean opinion of Xxxxxxxx & Xxxxx, executed by the Chief Executive Officer of LLP, counsel for the Company, dated as of the Closing Date, addressed to the foregoing effect Buyers, in form, scope and as substance reasonably satisfactory to such other matters as may be reasonably requested by such Buyer each Buyer, substantially in the form attached as Annex III; (e) On the Closing Date, (i) trading in securities on the New York Stock Exchange, Inc., the American Stock Exchange, Inc. or Nasdaq shall not have been suspended or materially limited and (ii) a general moratorium on commercial banking activities in the State of New York or the State of Washington shall not have been declared by either federal or state authorities; and (f) Waivers from the holders of Series A, B and C Preferred Stock, in the forms attached hereto as Exhibit F. (viii) The Company Annex IV, shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares and the Warrantsbeen obtained. (ixg) The Company shall have delivered to such Buyer such other documents Buyers a certificate, in the form attached hereto as Annex V, dated the Closing Date, of the Secretary of the Company certifying as to the resolutions of the Board of Directors of the Company relating to this Agreement and the other Transaction Documents and the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably requesthereby and thereby.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares 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: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Common Shares 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. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iiib) 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. (ivc) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have delivered performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to such be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate evidencing the incorporation and good standing certificate, executed by an officer of the Company in the Company’s state of incorporation issued by the Secretary of State , dated as of a date within 10 days of the Closing Date., to the foregoing effect in the form attached hereto as Exhibit D. (vd) The Common Stock (Ii) shall be designated for quotation or listed on the Principal Market and (IIii) 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. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date 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. (viiie) 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 WarrantsSecurities. (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 Common Shares and the related Warrants Securities at the any Closing is subject to the satisfaction, at or before the corresponding 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: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Common Shares (in such amounts as such Buyer shall request) and the related Warrants (in such amounts as such Buyer shall request) Securities being purchased by such Buyer at the such Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iiib) 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 's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company in the Company’s state of incorporation issued by the Secretary of State as of a date within 10 days of the Closing Date. (vc) The Common Stock (Ii) shall be listed on the Principal Market and (IIii) shall not have been suspended, as of the such 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 such 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. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (viid) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the such 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 such 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.. (viiie) 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 WarrantsSecurities. (ixf) 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 Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the 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. (ii) Such Buyer shall have received the an opinion of Dxxxxx Xxxxxx Xxxxx LLP, special counsel for the Company (“Company Counsel”)Company, dated as of the Closing Date, in substantially the form of Exhibit D B attached hereto. (iii) 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 evidencing the incorporation and good standing of the Company in the Company’s state and certificates of incorporation issued by the Secretary of State of the state or jurisdiction of incorporation, formation or organization of each of the Company’s significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X) incorporated, formed or organized in the United States certifying the due incorporation, formation or organization and the good standing of such entities as of a date within 10 days ten (10) Business Days of the Closing Date. (viv) 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 listing maintenance requirements of the Principal Market. (viv) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation Incorporation, as amended, and (iii) the Bylaws, as amended, each as in effect at the Closing, in the form attached hereto as Exhibit E.C. (viivi) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F.D. (vii) 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. (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 and the WarrantsShares. (ix) The Common Shares to be delivered on the Closing Date to such Buyer shall have been approved for listing on the NYSE Amex, subject to official notice of issuance. (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 Debentures being purchased at the Closing, the Additional Investment Rights, the Common Shares 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 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) delivered the Common Shares (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. (ii1) Such Buyer shall have received Except to the opinion of Dxxxxx LLP, counsel for the Company (“Company Counsel”), dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, extent set forth 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 evidencing the incorporation and good standing of the Company proviso in the Company’s state of incorporation issued by penultimate sentence in Section 4(g) above, the Secretary of State as of a date within 10 days of the Closing Date. (v) The Common Stock (Ix) shall be designated for quotation or listed on the Principal Market and (IIy) shall not have been suspended, as of the Closing Date, 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, as of the Closing Date, 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; and (2) the Company shall promptly file a new listing application and use its best efforts to cause the Conversion Shares issuable upon conversion of the Debentures (without regard to any limitations on conversions), the Warrant Shares issuable upon exercise of the Warrants (without regard to any limitations on exercises) to be listed (subject to official notice of issuance) on the Principal Market and the maximum number of Interest Shares and Repayment Shares issuable over the full term of the Debentures (assuming the Company paid the maximum amount of interest permitted to be paid in Interest Shares over the full term of the Debentures) to be approved for listing on the Principal Market not later than 10 days following the Closing Date. (vi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (vii) The representations and warranties 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 is already qualified by as to materiality or Material Adverse Effectin Section 3 above, in which case such representations and warranties shall be true and correct in all respectswithout further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, date (which shall be true and correct as of such specified date)) and the Company shall have performed, satisfied and complied with 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. (iv) The Company shall have delivered to such Buyer the opinion of Ransom W. Etheridge, Esq. Such counsel to the Company, dated xx xx xxx Xxxxxxx Xate, in the form of Exhibit I attached hereto. (v) The Company shall have executed and delivered to such Buyer the Debentures, the Additional Investment Rights, the Common Shares and the Warrants (in such denominations as such Buyer shall have received a certificate, executed reasonably request) being purchased by such Buyer at the Chief Executive Officer Closing. (vi) 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 Debentures, the exercise of the Warrants, and the payment of interest in the form of Interest Shares (assuming the Company paid the maximum amount of interest permitted to be paid in Interest Shares over the full term of the Debentures) 4,662,322 shares of its Common Stock. (vii) The Company shall have delivered the Irrevocable Transfer Agent Instructions, in the form of Exhibit H attached hereto, to the Company's transfer agent. (viii) The Company shall have delivered to such Buyer a secretary's certificate, dated as of the Closing Date, to the foregoing effect and certifying as to such other matters as may be reasonably requested by such Buyer in (A) adoption of the form attached hereto as Exhibit F. (viii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of resolutions of the Common Shares Board of Directors of the Company consistent with Section 3(b) above (the "Resolutions"), (B) the Certificate of Incorporation and (C) the WarrantsBy-laws, each as in effect at the Closing. (ix) The Company shall have delivered 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 Buyer such other documents laws. (x) The Bank Agreement(s) relating to the transactions contemplated First Union Accounts (the "First Union Bank Agreements") shall have been executed and delivered to the Agent (for the benefit of the Buyers); provided, however, that a prior bank agreement entered into by this Agreement First Union and the Company for the benefit of the Agent may be used instead subject to such amendments as such Buyer or its counsel the Agent may reasonably requestrequire. (xi) The Company shall have deposited in the Cash Collateral Account not less than $1,300,000 in the aggregate (inclusive of funds already on deposit in such account).