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, the Preferred Shares and the 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, (ii) via DWAC, the Common Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G., PLLC, the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D; (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent; (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (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 a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date; (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (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(d) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation and (iii) the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E; (viii) The representations and warranties of the Company shall be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F; (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date; (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market, nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market; (xi) The Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder; (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the 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 sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries, if any, shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (iA) each of the Transaction Documents, (iiB) via DWAC, the Common Shares Notes (allocated in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement), (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (ivC) the related Warrants (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 Anthony L.G., PLLCXxxxxx & Xxxxxxx LLP, the Company’s outside counsel, dated as of the Closing Date, in substantially the form of Exhibit G attached hereto as Exhibit D;hereto. (iii) 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 Transfer Agent;Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries, if any, in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each of its Subsidiaries’, if any, qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business business, in which the Company is incorporated and is required to so qualifyin which the Company has any employees as set forth on Schedule 7(v), as of a date within ten (10) days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company as certified by the Secretary of State (or comparable office) of the State of Delaware (or a fax or pdf copy of such certificate) within ten (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(d3(b) as adopted by the Company’s and Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation of the Company and (iii) the Bylaws of the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;H. (viii) The representations and warranties of the Company 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 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;I. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before of the Closing Date;. (x) 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, Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market;. (xi) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xii) The Registration Statement Collateral Agent shall have received certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be effective and available for necessary or, in the issuance and sale opinion of the Securities hereunder Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the Company results of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall have delivered to not show any such Buyer the Prospectus and the Prospectus Supplement as required thereunder;liens. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction The Collateral Agent shall have been enactedreceived the Security Agreement, enteredduly executed by the Company, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over together with (A) the matters contemplated hereby which prohibits the consummation of any original stock certificates representing all of the transactions contemplated equity interests and all promissory notes required to be pledged thereunder, accompanied by this undated stock powers and allonges executed in blank and other proper instruments of transfer and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement;. (xiv) Since the date of this Agreement, no event or series of events The Collateral Agent shall have occurred that reasonably could be expected to result in a Material Adverse Effect;received the Subordination Agreements, duly executed by all parties thereto. (xv) The Company shall have provided delivered to such Buyer the Companysuch Buyer’s wire instructionsMaster Control Account Agreement, on the Company’s letterhead and duly executed by all parties thereto and declared effective by the Company’s Chief Financial Officer (the “Wire Instructions”);Control Account Bank. (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each approval of the Persons listed on Schedule 7(xvi) (collectively, Principal Market for the “Lock-Up Agreements”);listing of the Conversion Shares and the Warrant Shares. (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the 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 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: (A) the Notes (in such principal amounts as such Buyer shall reasonably request) and the related Warrants (i) each of the Transaction Documents, (ii) via DWAC, the Common Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall reasonably request) being purchased by such Buyer at the Closing pursuant to this Agreement and (ivB) each of the Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement;other Transaction Documents. (iib) Such Buyer shall have received the opinion of Anthony L.G., PLLCBxxxx & Hoestetler LLP, the Company’s outside counsel, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto as Exhibit D;hereto. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) 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 a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company Company, as applicable, conducts business and is required to so qualifybusiness, as of a date within ten (10) 10 days of the Closing Date;. (vif) The Company shall have delivered to such Buyer a certified copy of the Certificate Articles of Incorporation of the Company as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) Utah within ten (10) days of the Closing Date;. (viig) 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(d3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation Incorporation, as in effect at the Closing and (iii) the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;F. (viiih) 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. (ixi) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock Shares outstanding as of a date within five (5) days before of the Closing Date;. (xj) The Common Stock Shares (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, 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;. (xik) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xiil) The Registration Statement Except as set forth on Section 2 of Schedule 3(dd), there shall be effective and available for the issuance and sale no Indebtedness of the Securities hereunder and Company other than Indebtedness which is subordinate to the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;Notes. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviiim) 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, the 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 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 (ix) each of Note (allocated in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Transaction DocumentsClosing pursuant to this Agreement, and (iiy) via DWAC, the Common Shares related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (iiib) the Preferred Shares (allocated in such amounts as Guarantor shall have duly executed and delivered to such Buyer the Guaranty, and (c) each Issuer Party shall request) being purchased by have duly executed and delivered to such Buyer at each of the Closing other Transaction Documents to which such Issuer Party is a party and such other certificates or instruments required to be delivered by it pursuant to this Agreement and (iv) the Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement;Transaction Documents. (ii) Such Buyer shall have received the opinion of Anthony L.G.Siegel, PLLCLipman, Xxxxx, Xxxxxxx & Xxxxxx, LLP, counsel to the Company’s counselIssuer Parties, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate (or a fax or pdf copy of such certificate) evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) 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 a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date; (vi) The Company Issuer Parties shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware Nevada and a copy of the Guarantor Charter as certified by the Secretary of State of the State of Florida (or or, in each case, a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;). (viivi) The Company Issuers shall have delivered to such Buyer a certificate, executed by the Secretary of each of the Company Issuer Parties and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(d3(b) as adopted by each of the Company’s Board Issuer Parties’ board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation and Incorporation, (iii) the Company’s Bylaws, (iv) the Guarantor Charter and (v) the Guarantor Bylaws, each as in effect at the Closing, in form and substance reasonably acceptable to the form attached hereto as Exhibit E;Buyers. (viiivii) The representations and warranties of the Company Issuer Parties shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which 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 Issuer Parties at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer Officer, President or Vice President of each of the CompanyIssuer Parties, dated as of the Closing Date, to the foregoing effect effect, in form and as substance reasonably acceptable to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;Buyers. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date; (xviii) 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, 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;. (xiix) The Issuer Parties shall have delivered to such Buyer the Subordination Agreement executed and delivered by Xxxx Xxxxxxxxx, as subordinated lender, and acknowledged and agreed to by the Issuer Parties. (x) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xiixi) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company Issuer Parties shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the 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 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, Documents and (ii) via DWAC, the Common Shares Notes (allocated in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement), (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iviii) the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement;. The Trustee shall have executed and delivered the Indenture to the Company. (ii) Such Buyer shall have received the opinion of Anthony L.G.Xxxxxx, PLLCXxxxx & Xxxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in substantially the form of Exhibit D attached hereto as Exhibit D;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 Transfer Agent;Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate (or a fax or pdf copy of such certificate) evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) 10 days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate (or a fax or pdf copy of such certificate) evidencing the Company’s qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each California, which is the only jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) 10 days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;. (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(d3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation and (iii) the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;E. (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 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;F. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before of the Closing Date;. (x) 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, Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market;. (xi) The Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder; (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviiixii) 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, the Preferred Shares and the 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 (ix) each of the Transaction Documents, (ii) via DWAC, the Common Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (iiiy) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (ivz) the Warrants (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 Anthony L.G., PLLC, the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D; (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent; (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of prior to the Closing Date; (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of prior to the Closing Date; (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of prior to 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(d) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation and (iii) the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E; (viii) The representations and warranties of the Company shall be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F; (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date; (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market, nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market; (xi) The Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder; (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and; (xvii) The Company shall have obtained the prior written consent of the Required Holders (as defined in the Certificate of Designations, Preferences and Rights of the Series G Preferred Shares) for the issuance of the Preferred Shares, in a form attached hereto as Exhibit G; (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the 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) 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, (iiB) via DWAC, the Common Shares Notes (allocated in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement), (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (ivC) the related Warrants (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 Anthony L.G.LKP Global Law, PLLCLLP, the Company’s 's outside counsel, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's and each of its Subsidiaries' qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifyits Subsidiaries conduct business, as of a date within ten (10) days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (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(d3(b) as adopted by the Company’s 's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation of the Company and each of its Subsidiaries and (iii) the Company’s BylawsBylaws of the Company and each of its Subsidiaries, each as in effect at the Closing, in the form attached hereto as Exhibit E;G. (viiivii) The representations and warranties of the Company 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 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. (ixviii) The Company shall have delivered to such each Buyer a letter from lock-up agreement in the Transfer Agent certifying form attached hereto as Exhibit I executed and delivered by each of the number of shares of Common Stock outstanding as of a date within five Persons listed on Schedule 7(viii) (5) days before collectively, the Closing Date;"Lock Up Agreements"). (xix) 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, 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;. (xix) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities Securities. (xi) Each of the Company's Subsidiaries shall have executed and delivered to such Buyer the transactions contemplated by the Transactions Documents and all payments thereunder;Guarantee Agreement. (xii) The Registration Statement Collateral Agent shall have received certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be effective and available for necessary or, in the issuance and sale opinion of the Securities hereunder Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the Company results of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall have delivered to not show any such Buyer the Prospectus and the Prospectus Supplement as required thereunder;liens. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction The Collateral Agent shall have been enactedreceived the Security Agreement, enteredduly executed by the Company and each of its Subsidiaries, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over together with the matters contemplated hereby which prohibits the consummation of any original stock certificates representing all of the transactions contemplated equity interests and all promissory notes required to be pledged thereunder, accompanied by this Agreement;undated stock powers and allonges executed in blank and other proper instruments of transfer.. (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred its Purchased Shares and the its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents, (ii) via DWAC, Documents and the Common Shares (allocated in such amounts as Company shall have duly executed and delivered to such Buyer shall request(x) such aggregate number of Purchased Shares set forth across from such Buyer’s name in column (3) of the Schedule of Buyers, and (y) Warrants (initially for such aggregate number of Warrant Shares as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers), in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (allocated 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 Anthony L.G., PLLC, the Company’s U.S. counsel and the Company’s British Virgin Islands counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D;acceptable to such Buyer. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, jurisdiction of formation as of a date within ten (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 a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date; (viif) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(d3(b) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation Association of the Company and (iii) the Memorandum of Association of the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;. (viiig) The representations Each and warranties every representation and warranty of the Company 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 shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;acceptable to such Buyer. (ixh) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock Shares outstanding as of a date within five (5) days before on the Closing Date;Date immediately prior to the Closing. (xi) The Common Stock 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 Closing Date, by the SEC or the Principal Market from trading on the Principal Market, Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (AI) in writing by the SEC or the Principal Market or (BII) by falling below the minimum listing maintenance requirements of the Principal Market;. (xij) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and Securities, including without limitation, those required by the Principal Market, if any. (k) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transactions Documents and all payments thereunder;Transaction Documents. (xiil) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (m) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Purchased Shares and the Warrant Shares. (n) The Company shall have duly executed and delivered to such Buyer lock-up agreements, in a form acceptable to the holder (the “Lock-Up Agreement”), by and between the Company and each of the directors and officers of the Company (collectively, the “Stockholders”), and each of the Stockholders shall have duly executed and delivered to such Buyer such Lock-Up Agreements. (o) 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”). (p) From the date hereof to the Closing Date, (i) trading in the Common Shares shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing (q) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xvr) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred Shares and the 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 and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (iA) each of the Transaction Documents, Documents and (iiB) via DWAC, the Common Shares Notes (allocated in such principal amounts as such Buyer shall request) ), being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G., Xxxxxxx PLLC, the Company’s outside counsel, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent; (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date;. (viv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each of its Subsidiaries’ qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifyits Subsidiaries conduct business, as of a date within ten (10) days of the Closing Date;. (viv) The Company shall have delivered to such Buyer a certified copy of the Certificate Articles of Incorporation of the Company and each of its Subsidiaries as certified by the Secretary of State (or comparable office) of the State jurisdiction of Delaware (or a fax or pdf copy formation of such certificate) the Company and each of its Subsidiaries within ten (10) days of the Closing Date;. (viivi) 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(d3(b) as adopted by the Company’s and each of its Subsidiaries’ Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation of the Company and each of its Subsidiaries and (iii) the Company’s BylawsBylaws of the Company and each of its Subsidiaries, each as in effect at the Closing, in the form attached hereto as Exhibit E;G. (viiivii) The representations and warranties of the Company 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 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. (viii) Each of WTI, as transferor, and SFI, as transferee, shall have executed the xxxx of sale (the “Xxxx of Sale”) attached hereto as Exhibit I. (ix) The Company WTI shall have delivered filed with the United States Patent and Trademark Office an assignment form to such Buyer a letter give effect to the transfer of all intellectual property assets being transferred from WTI to SFI pursuant to the Transfer Agent certifying the number Xxxx of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date;Sale. (x) The Collateral Agent shall have received certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the results of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such liens. (xi) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market, 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;. (xixii) The Collateral Agent shall have received the Security Agreement, duly executed by the Company and SFI, together with any copyright, patent and trademark agreements required by the terms of the Security Agreement and the Company, in accordance with the terms of the Security Agreement, shall have delivered to the Collateral Agent with a copy to each Buyer, appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement. (xiii) The Collateral Agent shall have received the Pledge Agreement, duly executed by WTI, and WTI, in accordance with the terms of the Pledge Agreement, shall have delivered to the Collateral Agent, with a copy to each Buyer, certificates representing the Pledged Equity (as defined in the Pledge Agreement), along with duly executed blank assignment form and/or stock powers for the Pledged Equity in a form reasonably acceptable to the Collateral Agent, including a Medallion Guarantee on such assignment form and/or stock powers. (xiv) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder; (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect;Notes. (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred Shares and the Warrants applicable Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents, (ii) via DWAC, Documents to which it is a party and the Common Shares (allocated in such amounts as Company shall have duly executed and delivered to such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) Securities being purchased by such Buyer at the Closing pursuant to this Agreement (which, in relation to the Closing, shall be (A) the aggregate number of Shares set forth on such Buyer’s signature page, and (ivB) a Warrant to initially acquire up to the Warrants (allocated in aggregate number of Warrant Shares as is set forth on such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement;Buyer’s signature page). (ii) Such Buyer shall have received the opinion of Anthony L.G., PLLCSichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form attached hereto and substance acceptable to such Buyer and addressing such legal matters as Exhibit D;such Buyers may reasonably request. (iii) The Company aggregate Purchase Price shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;be at least $3,000,000. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and formation, qualification and/or good standing of the Company in such entity’s jurisdiction of formation and jurisdiction in which it is qualified (or should be qualified) to do business, issued by the Secretary of State (or comparable office) of such jurisdictionjurisdictions, of formation, qualification and/or good standing as of a date within ten (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 a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date; (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State Company’s jurisdiction of Delaware (or a fax or pdf copy of such certificate) incorporation within ten (10) days of the Closing Date;. (viivi) The Company shall have delivered to such Buyer a certificatecertificates, in the form acceptable to such Buyer, executed by the Secretary of the Company (or another officer, if such entity does not have a secretary) and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(d3(b) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation of the Company and (iii) the Bylaws of the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;. (viiivii) The representations Each and warranties every representation and warranty of the Company 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 date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer 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;acceptable to such Buyer. (ixviii) The Company shall have delivered to such Buyer a letter certificate from the Transfer Agent Company’s transfer agent (which, for the avoidance of doubt, may be the Company) certifying the number of shares of Common Stock outstanding as of a date within five (5) days before on the Closing Date;Date immediately prior to the Closing and certain other matters typically covered by a transfer agent’s certificate (x) 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; (xiix) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated Securities, including without limitation, those required by the Transactions Documents and all payments thereunder;Principal Market, if any. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiiix) 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 that prohibits the consummation of any of the transactions contemplated by this Agreement;the Transaction Documents. (xivxi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could be expected to would have or result in a Material Adverse Effect;. (xvxii) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the its Common Shares, the 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 the Buyer’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: (ia) The Company shall have duly executed and delivered to such the Buyer (i) each of the Transaction DocumentsDocuments and the Company shall have duly executed and delivered to the Buyer (x) such aggregate number of Common Shares set forth on the signature page of such Buyer attached hereto, (iiy) via DWAC, a Series B Warrant initially for such aggregate number of Series B Warrant Shares as on the Common Shares (allocated in such amounts as signature page of such Buyer shall requestattached hereto, and (z) Preferred Shares as is set forth on the signature page of such Buyer attached hereto, in each case, as being purchased by such the Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement;. (iib) Such The Buyer and the Placement Agent shall have received the opinion of Anthony L.G.Jolie Kxxx, PLLCEsq., the Company’s counsel, dated as of the Closing Date, in form reasonably acceptable to the form attached hereto as Exhibit D;Buyer. (iiic) The Company shall have delivered to such the Buyer a copy of the Irrevocable Transfer Agent Instructions, in form reasonably acceptable to the Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (ivd) The Company shall have delivered to such the Buyer a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, Florida as of a date within ten (10) days of the Closing Date;. (ve) The Company shall have delivered to such the Buyer a certificate evidencing the Company’s qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date;. (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 (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date; (vii) The Company shall have delivered to such Buyer a certificate, in the form acceptable to the Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(d3(b) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such the Buyer, (ii) the Company’s Certificate of Incorporation of the Company and (iii) the Bylaws of the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;. (viiig) The representations Each and warranties every representation and warranty of the Company 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 shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such The 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 the Buyer in the form attached hereto as Exhibit F;acceptable to the Buyer. (ixh) The Company shall have delivered to such the Buyer a letter or electronic mail from the Transfer Agent certifying Company’s transfer agent confirming the number of shares of Common Stock outstanding as of a date within five (5) days before on the Closing Date;Date immediately prior to the Closing. (xi) 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, 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;. (xij) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated Securities, including without limitation, those required by the Transactions Documents and all payments thereunder; (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) Principal Market, if any. 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 Governmental Entity of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreement;the Transaction Documents. (xivk) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could be expected to would have or result in a Material Adverse Effect;. (xvl) The Company shall have provided filed with the Principal Market to such list the Common Shares, the shares of Common Stock issuable upon conversion of the Preferred Shares and the Warrant Shares. (m) The Buyer shall have received a letter on the letterhead of the Company’s wire instructions, on the Company’s letterhead and duly executed by the Company’s Chief Executive Officer or Chief Financial Officer of the Company, setting forth the wire amounts of the Buyer and the wire transfer instructions of the Company (the “Wire InstructionsFlow of Funds Letter”);. (xvin) 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 the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing. (o) The Company and its Subsidiaries shall have delivered to the Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Buyer or its counsel may reasonably request. (p) The Company shall have delivered to each Buyer a filed the Certificate of Designation with the State of Florida in accordance with the Florida Business Corporations Act. (q) The Company shall have received customary lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by agreements from each of the Persons listed on Schedule 7(xvi) directors and officers of the Company for the duration of the Restricted Period, which lock-up agreements shall include any securities controlled by the directors and officers, the form of which is reasonably acceptable to the Buyers (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the 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, (ii) via DWAC, Documents and the Common stock certificates representing the Preferred Shares (allocated in such amounts numbers as such Buyer shall requestrequest in writing at least two (2) Business Days prior to the Closing Date) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 a joinder to the Stockholders Agreement duly executed and delivered by each holder of equity securities of the Company not already party to the Stockholders Agreement, if any. (iii) Such Buyer shall have received the opinion of Anthony L.G.Mintz, PLLCLevin, Cohn, Ferris, Glovsky and Popeo, P.C., the Company’s outside counsel, dated as of the Closing Date, in substantially the form of Exhibit H attached hereto as Exhibit D; (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;hereto. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable officeequivalent) of such jurisdiction, jurisdiction of formation as of a date within ten (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 a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (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(d3(b) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation and (iii) the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;I. (viii) The representations and warranties of the Company shall be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;J. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date; (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market, nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market; (xi) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xiix) The Registration Statement shall be effective and available for the issuance and sale Certificate of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, Designations in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations A shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred Shares its Note and the its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:. (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents, Documents and the Company shall have duly executed and delivered to such Buyer a Note (ii) via DWAC, the Common Shares (allocated in such amounts original principal amount as is set forth across from such Buyer shall requestBuyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (initially for such aggregate number of Warrant Shares as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers, respectively) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (allocated 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 Anthony L.G., PLLCHolland & Knight LLP, the Company’s counsel, dated as of the Closing Date, in the form of Exhibit D attached hereto as Exhibit D;hereto. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date; (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date; (vid) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;. (viie) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (iI) the resolutions consistent with Section 3(d3(b) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (iiII) the Company’s Certificate of Incorporation and (iiiIII) the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;. (viiif) The representations Each and warranties every representation and warranty of the Company 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 shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;acceptable to such Buyer. (ixg) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before on the Closing Date; (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market, nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market; (xi) The Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder; (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating Date immediately prior to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably requestClosing.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred Shares and the related Adjustment Shares, Capacity Shares and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company shall have duly executed and delivered to such Buyer Buyer, each of the following to which it is a party: (i) each of the Transaction Documents, (ii) via DWAC, the Common Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement), (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iviii) the Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement;, being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) Such Buyer shall have received the opinion opinions of Anthony L.G.Xxxxxxxxxx Hyatt Xxxxxx Xxxxxxx, PLLCLLP, the Company’s outside counsel, dated as of the Closing Date, in the a form attached hereto as Exhibit D;acceptable to such Buyer. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in a form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in such entity’s its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdictionjurisdiction or a bring down of such good standing from Corporation Service Company, as of a date within ten (10) days of before the Closing Date;. (ve) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifyor a bring down of such good standing from Corporation Service Company, as of a date within ten (10) days of the Closing Date;. (vif) The Company shall have delivered to such Buyer a certified copy of the Certificate Articles of Incorporation of the Company and each of its Subsidiaries as certified by the Secretary of State (or comparable office) of the State jurisdiction of Delaware (or a fax or pdf copy formation of such certificate) the Company and each of its Subsidiaries within ten (10) days of the Closing Date;. (viig) 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(d) as adopted by the Company’s and each of its Subsidiaries’ Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation of the Company and each of its Subsidiaries and (iii) the Company’s BylawsBylaws of the Company and each of its Subsidiaries, each as in effect at the Closing, in the form attached hereto as Exhibit E;D. (viiih) 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 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 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. (ixi) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date;. (xj) 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;, other than as disclosed in the Registration Statement and Prospectus Supplement. (xik) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Transaction Documents and all payments thereunder;. (xiil) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;. (xiiim) 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;. (xivn) Since the date of this Agreement, no event or series of events The Securities Escrow Agreement shall have occurred that reasonably could be expected been executed and delivered to result in a Material Adverse Effect;such Buyer by the Company and the Transfer Agent. (xvo) The Company shall have provided to such Buyer issued the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, Maximum Additional Shares in escrow in the form attached hereto as Exhibit G, executed and delivered by each name of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company Transfer Agent in accordance with its the terms and shall not have been amended; andof the Securities Escrow Agreement. (xviiip) 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, the 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) 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, (iiB) via DWAC, the Common Shares Notes (allocated in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement), (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (ivC) the related Warrants (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 Anthony L.G., PLLCDLA Piper LLP (US), the Company’s 's outside counsel, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction the State of Florida, the State of California and the District of Columbia (which are the only jurisdictions in which the Company conducts business and is required to so qualifyregister as a foreign corporation), as of a date within ten (10) days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (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(d3(b) as adopted by the Company’s 's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation of the Company and (iii) the Bylaws of the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;F. (viiivii) 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 accurate 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 DateDate (except for covenants, agreement and conditions that are qualified by materiality or Material Adverse Effect, which shall be performed, satisfied or complied with, in all respects). Such Buyer shall have received a certificate, executed by the Chief Executive Officer an executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;G. (ixviii) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before of the Closing Date;. (xix) 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, 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;. (xix) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and Securities. (xi) Such Buyer shall have received the transactions contemplated Company's wire instructions on Company's letterhead duly executed by an authorized officer of the Transactions Documents and all payments thereunder;Company. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred Shares and the Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (iA) each of the Transaction Documents, Documents and (iiB) via DWAC, the Common Shares (allocated in such amounts as such Buyer shall request) ), being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G.LKP Global Law, PLLCLLP, the Company’s 's outside counsel, dated as of the Closing Date, in substantially the form of Exhibit D attached hereto as Exhibit D;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 Transfer Agent;Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in such entity’s the Company's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifyits Subsidiaries conduct business, as of a date within ten (10) days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;[Intentionally omitted] (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(d3(b) as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation of the Company and (iii) the Bylaws of the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;E. (viii) The representations and warranties of the Company 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 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;F. (ix) The Company shall have delivered to such each Buyer a letter from Waiver and Amendment Agreement executed and delivered by the Transfer Agent certifying Company and each of the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date;April 2014 Investors. (x) The Company shall have delivered to each Buyer a lock-up agreement in the form attached hereto as Exhibit G executed and delivered by each of the Persons listed on Schedule 7(x) (collectively, the "Lock Up Agreements"). (xi) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market, 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;. (xixii) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder; (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;Securities. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Common Shares, the 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 (iA) each of the Transaction Documents, Documents and (iiB) via DWAC, the Common Shares (allocated 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 column (4) of the Schedule of Buyers) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G., PLLC, the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D; (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (iviii) The Company shall have delivered to such Buyer a certificate evidencing the formation incorporation and good standing of the Company in such entity’s jurisdiction its state of formation incorporation issued by the Secretary of State (or comparable office) of such jurisdiction, state as of a date within ten (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 a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date; (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date; (viiiv) 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(d3(b) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation and (iii) the Company’s Bylaws, each Buyer as in effect at the Closing, in the form attached hereto as Exhibit E;B. (viiiv) The representations Each and warranties 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 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. (ixvi) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before on the Closing Date;Date immediately prior to the Closing. (xvii) 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, 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;. (xiviii) The Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated Securities, including without limitation, those required by the Transactions Documents and all payments thereunder;Principal Market. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiiiix) 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 that prohibits the consummation of any of the transactions contemplated by this Agreement;the Transaction Documents. (xivx) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could be expected to would have or result in a Material Adverse Effect;. (xvxi) The Company shall have provided to such Buyer and the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company 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, the 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) 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, (iiB) via DWAC, the Common Shares Notes (allocated in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement), (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (ivC) the related Warrants (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 Anthony L.G.LKP Global Law, PLLCLLP, the Company’s 's outside counsel, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's and each of its Subsidiaries' qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifyits Subsidiaries conduct business, as of a date within ten (10) days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (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(d3(b) as adopted by the Company’s 's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation of the Company and each of its Subsidiaries and (iii) the Company’s BylawsBylaws of the Company and each of its Subsidiaries, each as in effect at the Closing, in the form attached hereto as Exhibit E;G. (viiivii) The representations and warranties of the Company 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 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. (ixviii) The Company shall have delivered to such each Buyer a letter from copy of the Transfer Agent certifying lock-up agreement executed and delivered by each of the number of shares of Common Stock outstanding as of a date within five Persons listed on Schedule 7(viii) in connection with the April 2015 Financing (5) days before collectively, the Closing Date;"Lock Up Agreements"). (xix) 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, 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;. (xix) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities Securities. (xi) Each of the Company's Subsidiaries shall have executed and delivered to such Buyer the transactions contemplated by the Transactions Documents and all payments thereunder;Guaranty Agreement. (xii) The Registration Statement Collateral Agent shall have received certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be effective and available for necessary or, in the issuance and sale opinion of the Securities hereunder Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the Company results of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall have delivered to not show any such Buyer the Prospectus and the Prospectus Supplement as required thereunder;liens. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction The Collateral Agent shall have been enactedreceived the Security Agreement, enteredduly executed by the Company and each of its Subsidiaries, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over together with the matters contemplated hereby which prohibits the consummation of any original stock certificates representing all of the transactions contemplated equity interests and all promissory notes required to be pledged thereunder, accompanied by this Agreement;undated stock powers and allonges executed in blank and other proper instruments of transfer. (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the 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) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction DocumentsDocuments and, (iiB) via DWACthe Notes (in such principal amounts as such Buyer shall request), being purchased by such Buyer at the Common Shares Closing pursuant to this Agreement, and (allocated C) the related Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G.(i) Xxx Xxxxxx, PLLCBarrister & Solicitor, the Company’s 's outside Canadian counsel, and (ii) Cairncross & Hempelmann, P.S., the Company's outside United States counsel, each as dated as of the Closing Date, in substantially the form of Exhibit E-1 and Exhibit E-2 attached hereto as Exhibit D;hereto, respectively. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent; (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) 10 days of the Closing Date;. (viv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifybusiness, as of a date within ten (10) 10 days of the Closing Date;. (viv) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) Articles within ten (10) days of the Closing Date;. (viivi) 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(d3(b) as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, Buyer and (ii) the Company’s Certificate of Incorporation and (iii) the Company’s BylawsArticles, each as in effect at the Closing, in the form attached hereto as Exhibit E;F. (viiivii) The representations and warranties of the Company shall be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;G. (ixviii) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company's transfer agent certifying the number of shares of Common Stock Shares outstanding as of a date within five (5) days before of the Closing Date;. (xix) The Common Stock Shares (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market, 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;. (xix) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities Securities. (xi) Such Buyer shall have received lock-up agreements in the form attached hereto as Exhibit H (the "Lock-Up Agreements", duly executed and delivered by each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxx and Xxxxx Xxxxxx, which limits the transactions contemplated by rights of such persons to sell or transfer Common Shares of the Transactions Documents and all payments thereunder;Company. (xii) The Registration Statement Such Buyer shall be effective have received a subordination agreement in the form attached hereto as Exhibit I, duly executed and available for the issuance delivered by Xxxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxx and sale Xxxxx Xxxxxx. (xiii) Such Buyer shall have received a signed copy of the Securities hereunder Purchase Agreement by and among the Company, Xxxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxx and Xxxxx Xxxxxx (the "Xxxxxxxx SPA"). (xiv) The Company shall have delivered to such Buyer the Prospectus an undertaking, from Xxxxxx Xxxxxx and the Prospectus Supplement as required thereunder; (xiii) No litigationXxx Xxxxxx, statuteBarrister & Solicitor, 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement's outside counsel, in the form attached hereto as Exhibit G, executed and delivered by J to discharge each of the Persons listed on Schedule 7(xvi) (collectively, Security Interests within two Business Days of the “Lock-Up Agreements”);Closing Date. (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviiixv) 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, the 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 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, Documents and (iiB) via DWAC, the Common Shares Notes (allocated in such principal amounts as such Buyer shall have requested prior to the Closing) and the related Warrants (in such amounts as such Buyer shall requesthave requested prior to the Closing) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G., PLLCWxxxxxxx, the Company’s outside counsel, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) 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 a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifyqualified, as of a date within ten (10) 10 days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;. (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(d3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation and (iii) the Company’s 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 respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;G. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before of the Closing Date;. (x) 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, Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market; (xi) The Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder; (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred 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 with respect to itself at any time in its sole discretion by providing the Company with prior written notice thereof: (a) (i) The Each of the Company and ENZO shall have duly executed and delivered to such Buyer (i) each of the Transaction DocumentsDocuments to which it is a party, (ii) via DWAC, the Common Company shall have electronically delivered the Purchased Shares being purchased by such Buyer at the Closing pursuant to this Agreement and (allocated iii) ENZO shall have 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, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (allocated 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 Anthony L.G., PLLC, the Company’s US counsel and British Virgin Islands counsel, dated as of the Closing Date, each in a form reasonably acceptable to the form attached hereto as Exhibit D;Buyers. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent; (ivc) The Company shall have delivered to such Buyer a certificate evidencing the formation incorporation and good standing (if applicable) of the Company and each of its Significant Subsidiaries in such entitycorporation’s jurisdiction of formation incorporation issued by the Secretary of State (or other comparable office) authority of such jurisdiction, jurisdiction of incorporation as of a date within ten (10) 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 a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date; (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (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(d) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation and (iii) the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E; (viii) The representations and warranties of the Company shall be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F; (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date; (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market, nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market; (xi) The Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder; (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred Shares applicable Notes and the related Warrants at the applicable 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: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents, Documents to which it is a party (ii) via DWAC, with the Common Shares (Notes and Warrants allocated in such principal amounts as such Buyer shall request) ), being purchased by such Buyer at the applicable Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G., PLLCDentons US LLP, the Company’s outside counsel, dated as of the applicable Closing Date, in the form of Exhibit F attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent; (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of prior to the applicable Closing Date;. (viv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each of its Subsidiaries’ qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifyits Subsidiaries conduct business, as of a date within ten (10) days of prior to the applicable Closing Date;. (viv) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the organizational documents of each of its Subsidiaries as certified by the Secretary of State (or comparable office) of the State jurisdiction of Delaware (or a fax or pdf copy formation of such certificate) the Company and each of its Subsidiaries within ten (10) days of prior to the applicable Closing Date;. (viivi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the applicable Closing Date, as to (i) the resolutions consistent with Section 3(d3(b) as adopted by the Company’s Board of Directors and each of its Subsidiaries’ applicable governing body in a form reasonably acceptable to such Buyer, Buyer and (ii) the Company’s Certificate of Incorporation and (iii) Bylaws and the Company’s Bylawsorganizational documents of each of its Subsidiaries, each as in effect at the applicable Closing, in the form attached hereto as Exhibit E;G. (viiivii) The representations and warranties of the Company set forth in (i) Section 3 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 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 (ii) the Merger Agreement are true and correct as of the applicable Closing Date (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 no reason to believe that the Closing (as defined in the Merger Agreement) will not occur, 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 applicable Closing Date. Such Buyer shall have received a certificate, executed by the 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 in the form attached hereto as Exhibit F;H. (ixviii) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date; (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) duly executed Merger Agreement by all parties thereto, which shall not have been suspended, terminated as of the applicable Closing Date, by the SEC or the Principal Market from trading on the Principal Market, nor and of which no provision shall suspension by the SEC or the Principal Market have been threatened, amended or waived as of the applicable Closing Date, either (A) in writing by Date without the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements prior written consent of the Principal Market;Required Holders (as defined in Section 9(e)). (xiix) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities Securities. (x) If the applicable Closing Date is (i) the Second Closing Date, the First Closing Date shall have been completed and (ii) the Third Closing, the First Closing Date and the transactions contemplated Second Closing Date shall have been completed. (xi) Such Buyer shall have received the Company’s wire instructions on Company letterhead duly executed by an authorized executive officer of the Transactions Documents and all payments thereunder;Company. (xii) The Registration Statement shall be effective and available for the issuance and sale Each of the Securities hereunder and the Company Company’s Subsidiaries shall have executed and delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;Guarantee Agreement. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction The Collateral Agent shall have been enactedreceived all documents, enteredinstruments, promulgated or endorsed by or filings and recordations and searches reasonably necessary in connection with the perfection of a valid security interest in the Collateral of the Company and each of its Subsidiaries, and, in the case of UCC filings, such filings shall be in proper form for filing. (xiv) The Collateral Agent shall have received the results of searches (including comparable searches in any court jurisdiction outside the United States) for any effective UCC financing statements, tax liens or governmental authority of competent jurisdiction judgment liens filed against the Company or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of its Subsidiaries or any property of any of the transactions contemplated by this Agreement; foregoing, which results shall not show any such liens (xiv) Since other than Permitted Liens acceptable to the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect;Collateral Agent). (xv) The Company Collateral Agent shall have provided to such Buyer received the Company’s wire instructionsSecurity Agreement, on the Company’s letterhead and duly executed by the Company’s Chief Financial Officer (Company and each of its Subsidiaries, together with the “Wire Instructions”);original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer. (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the 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) 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, (iiB) via DWAC, the Common Shares Notes (allocated in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement), (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (ivC) the related Warrants (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 Anthony L.G.LKP Global Law, PLLCLLP, the Company’s 's outside counsel, dated as of the Closing Date, in substantially the form of Exhibit H attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit G attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's and each of its Subsidiaries' qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifyits Subsidiaries conduct business, as of a date within ten (10) days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;[Intentionally omitted] (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(d3(b) as adopted by the Company’s 's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation of the Company and each of its Subsidiaries and (iii) the Company’s BylawsBylaws of the Company and each of its Subsidiaries, each as in effect at the Closing, in the form attached hereto as Exhibit E;I. (viii) The representations and warranties of the Company 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 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;J. (ix) [Intentionally omitted] (x) The Company shall have delivered to such each Buyer a letter from lock-up agreement in the Transfer Agent certifying form attached hereto as Exhibit K executed and delivered by each of the number of shares of Common Stock outstanding as of a date within five Persons listed on Schedule 7(x)1 (5) days before collectively, the Closing Date;"Lock Up Agreements"). (xxi) 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, 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;. (xixii) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xiixiii) The Registration Statement shall be effective and available for the issuance and sale Each of the Securities hereunder and the Company Company's Subsidiaries shall have executed and delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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 Guarantee Agreement;. (xiv) Since The Collateral Agent shall have received certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the date Company or any of this its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement, no event together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the results of searches for any tax lien and judgment lien filed against such person or series its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such liens. 1 To include all directors and officers that own equity of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect;the Company as well as SAIL Capital Partners, LLC and all of its affiliated entities. (xv) The Company Collateral Agent shall have provided to such Buyer received the Company’s wire instructionsSecurity Agreement, on the Company’s letterhead and duly executed by the Company’s Chief Financial Officer Company and each of its Subsidiaries, together with (A) the “Wire Instructions”);original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement. (xvi) The Company shall have delivered to each Buyer a lock-up agreementand the Collateral Agent the Deposit Account Control Agreement, in duly executed by all parties thereto and declared effective by the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”);Bank. (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the its Preferred Shares and the its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents, (ii) via DWAC, Documents to which it is a party and the Common Shares (allocated in such amounts as Company shall have duly executed and delivered to such Buyer shall request(A) such aggregate number of Preferred Shares as set forth across from such Buyer’s name in column (3) of the Schedule of Buyers, and (B) Warrants initially exercisable for such aggregate number of Warrant Shares as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers, in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (allocated 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 Anthony L.G., PLLC, Xxxxxxx Procter LLP the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D;acceptable to such Buyer. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, jurisdiction of formation as of a date within ten (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 a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date;. (vif) 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 of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;. (viig) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(d3(b) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation of the Company and (iii) the Bylaws of the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;. (viiih) The representations Each and warranties every representation and warranty of the Company 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 shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;acceptable to such Buyer. (ixi) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before on the Closing Date;Date immediately prior to the Closing. (xj) 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, 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;. (xik) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated Securities, including without limitation, those required by the Transactions Documents and all payments thereunder;Principal Market, if any. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiiil) 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 Governmental Entity of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreement;the Transaction Documents. (xivm) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could be expected to would have or result in a Material Adverse Effect;. (xvn) The Company shall have provided obtained approval of the Principal Market to such list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (o) Such Buyer shall have received a letter on the letterhead of the Company’s wire instructions, on the Company’s letterhead and duly executed by the Chief Executive Officer of the Company’s Chief Financial Officer , setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Wire InstructionsFlow of Funds Letter”);. (xvip) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Common Shares, the its Preferred Shares and the Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents, (ii) via DWAC, Documents to which it is a party and the Common Shares (allocated 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) of the Schedule of Buyers as being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G., PLLCXxxxxxx Xxxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D;acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, jurisdiction of formation as of a date within ten (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 a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date; (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;. (viivi) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(d3(b) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation of the Company and (iii) the Bylaws of the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;. (viiivii) The representations Each and warranties every representation and warranty of the Company shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;acceptable to such Buyer. (ixviii) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before on the Closing Date;Date immediately prior to the Closing. (xix) 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, 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;. (xix) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated Securities, including without limitation, those required by the Transactions Documents and all payments thereunder;Principal Market, if any. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiiixi) 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 Governmental Entity of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreement;the Transaction Documents. (xivxii) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could be expected to 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) 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 shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the 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 (iA) each of the Transaction Documents, Documents and (iiB) via DWAC, the Common Preferred Shares (allocated in such amounts numbers as is set forth across from such Buyer shall requestBuyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (in such numbers as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (allocated 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 Anthony L.G., PLLCXxxxx Xxxx LLP, the Company’s outside counsel, and Xxxxx Xxxxxxxx, Esq., the Company’s internal general counsel, each, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto as Exhibit D;hereto. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (ivd) The Company shall have delivered to such Buyer a certificate (or a fax or pdf copy of such certificate) evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable officeequivalent) of such jurisdiction, jurisdiction of formation as of a date within ten (10) days of the Closing Date;. (ve) The Company shall have delivered to such Buyer a certificate (or a fax or pdf copy of such certificate) evidencing the Company’s qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date;. (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 Kansas (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;. (viig) 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(d3(b) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation and (iii) the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;F. (viiih) The representations and warranties of the Company shall be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;G. (ixi) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before of the Closing Date;. (xj) 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, 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;. (xik) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xiil) The Registration Statement shall be effective and available for the issuance and sale Certificate of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, Designations in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations A shall have been filed with the Secretary of State of the State of Delaware Kansas and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and. (xviiim) Buyers purchasing not less than $20,000,000 of Preferred Shares and Warrants shall have executed and delivered this Agreement and each such Buyer shall have, contemporaneously with Closing, funded its Purchase Price in full. (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.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Initial Buyer hereunder to purchase the Common Shares, the Preferred Shares Initial Notes and the Warrants at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Initial Buyer’s sole benefit and may be waived by such Initial Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Initial Buyer each of the following documents to which it is a party: (iA) each of the Transaction Documents, and (iiB) via DWAC, the Common Shares Initial Note(s) (allocated in such principal amounts as such Initial Buyer shall request) and the related Warrant(s), in each case being purchased by such Initial Buyer at the Initial Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G., PLLC, the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D; (iii) The Company shall have delivered to such Initial Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit H attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (iviii) The Company shall have delivered to such Initial Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Initial Closing Date;. (viv) The Company shall have delivered to such Initial Buyer a certificate evidencing the Company’s and each of its Subsidiary’s qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifyits Subsidiaries conduct business, as of a date within ten (10) days of the Initial Closing Date;. (viv) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date; (vii) The Company shall have delivered to such Initial Buyer a certificate, executed by the Secretary of the Company and dated as of the Initial Closing Date, as to (i) the resolutions consistent with Section 3(d3(b) as adopted by the Company’s and each of its Subsidiary’s Board of Directors in a form reasonably acceptable to such Initial Buyer, (ii) the Company’s Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Company’s BylawsBylaws of the Company and each of its Subsidiaries, each as in effect at the Initial Closing, in the form attached hereto as Exhibit E;I. (viiivi) 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 Initial 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 Initial Closing Date. Such Initial Buyer shall have received a certificate, executed by the Chief Executive Financial Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Initial Buyer in the form attached hereto as Exhibit F;J. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date; (xvii) 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 Initial Closing Date, by the SEC or the Principal Market from trading quotation on the Principal Market, 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;. (xiviii) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xiiix) The Registration Statement shall be effective and available for the issuance and sale Each of the Securities hereunder and the Company Company’s Subsidiaries shall have executed and delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;Guaranty Amendment. (xiiix) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction The Collateral Agent 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 received the matters contemplated hereby which prohibits Fourth Amendment to the consummation of any of the transactions contemplated by this Subordination and Intercreditor Agreement; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit GK (the “September 2016 Subordination Agreement Amendment”), which further amends that certain Subordination and Intercreditor Agreement dated as of September 1, 2016 by and among Longboard Capital Advisors LLC, the Company, Ener-Core Power, Inc., Xxxxxxx Xxxx, as a Senior Lender (as defined therein) and Empery Tax Efficient, LP in its capacity as collateral agent for the Senior Note Lenders (as defined therein), as amended to date. (xi) The Collateral Agent shall have received the Security Amendment Agreement, duly executed by the Company and delivered by each of its Subsidiaries, together with the Persons listed on Schedule 7(xvi) (collectivelyoriginal stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, the “Lock-Up Agreements”);accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer. (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviiixii) The Company shall have delivered to such Initial Buyer such other documents relating to the transactions contemplated by this Agreement as such Initial Buyer or its counsel may reasonably request. (b) The obligation of each Subsequent Buyer hereunder to purchase the Subsequent Notes at the applicable Subsequent Closing is subject to the satisfaction, at or before the Subsequent Closing Date, of each of the following conditions, provided that these conditions are for each Subsequent Buyer’s sole benefit and may be waived by such Subsequent Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Subsequent Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, and (B) the Subsequent Note(s) (allocated in amounts as such Subsequent Buyer shall request) being purchased by such Subsequent Buyer at the applicable Subsequent Closing pursuant to this Agreement. (ii) If applicable, the Company shall have duly executed and delivered to such Subsequent Buyer the Joinder Agreement or Subsequent Closing Notice of such Subsequent Buyer. (iii) The Company shall have delivered to such Subsequent Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit H attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Subsequent Buyer a certificate evidencing the good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Initial Closing Date, and a bringdown of such certificate(s) as of a date within ten (10) days of the applicable Subsequent Closing Date. (v) The Company shall have delivered to such Subsequent Buyer a certificate evidencing the Company’s and each of its Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its Subsidiaries conduct business, as of a date within ten (10) days of the Initial Closing Date, and a bringdown of such certificate(s) as of a date within ten (10) days of the applicable Subsequent Closing Date. (vi) The Company shall have delivered to such Subsequent Buyer a certificate, executed by the Secretary of the Company and dated as of the Initial Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s and each of its Subsidiary’s Board of Directors in a form reasonably acceptable to such Subsequent Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at the applicable Subsequent Closing, in the form attached hereto as Exhibit I. (vii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the applicable Subsequent Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the applicable Subsequent Closing Date. Such Subsequent Buyer shall have received a certificate, executed by the Chief Financial Officer of the Company, dated as of the applicable Subsequent Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Subsequent Buyer in the form attached hereto as Exhibit J. (viii) The Common Stock (I) shall be designated for quotation on the Principal Market and (II) shall not have been suspended, as of the applicable Subsequent Closing Date, by the SEC or the Principal Market from quotation on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the applicable Subsequent Closing Date, in writing by the SEC or the Principal Market. (ix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (x) The Company shall have delivered to such Subsequent Buyer such other documents relating to the transactions contemplated by this Agreement as such Subsequent Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the 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, (ii) via DWAC, Documents and the Common stock certificates representing the Preferred Shares (allocated in such amounts numbers as such Buyer shall requestrequest in writing at least two (2) Business Days prior to the Closing Date) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G., PLLC, the Company’s 's outside counsel, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent; (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable officeequivalent) of such jurisdiction, jurisdiction of formation as of a date within ten (10) days of the Closing Date;. (viv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date;. (viv) The Company shall have delivered to such Buyer a certified copy of the Certificate Articles of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) Nevada within ten (10) days of the Closing Date;. (viivi) 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(d3(b) as adopted by the Company’s Board 's board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation and (iii) the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;F. (viiivii) The representations and warranties of the Company shall be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;G. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date; (x) 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; (xiviii) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xiiix) The Registration Statement shall be effective and available for the issuance and sale Certificate of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, Designations in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations A shall have been filed with the Secretary of State of the State of Delaware Nevada and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and. (xviiix) The Company shall have delivered to each Buyer a lock-up agreement in the form attached hereto as Exhibit H executed and delivered by each of the holders of equity, and securities convertible, exercisable or exchangeable into equity, of the Company as set forth on Schedule 7(x) attached hereto (collectively, the "Lock Up Agreements"). (xi) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (xii) Each other Buyer shall have executed and delivered to the Company the agreement in the form attached hereto as Exhibit D (the "Leak-Out Agreement"). (xiii) The Company shall have consummated the Merger pursuant to terms and conditions reasonably satisfactory to the Required Holders. (xiv) The Company shall have delivered copies of any and all of its current and proposed stock and equity incentive plans to the Required Holders for their review and the Required Holders shall have provided written confirmation of its acknowledgement and approval of the content of such plans (such approved plans, "Approved Stock Plans").

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the its Common Shares, the Preferred Shares and the 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, (ii) via DWAC, Documents and the Company shall have duly executed and delivered to such Buyer such aggregate number of Common Shares set forth across from such Buyer’s name in column (allocated in such amounts 3) of the Schedule of Buyers, as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (allocated 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 Anthony L.G., PLLCSichenzia Rxxx Xxxxxxx Xxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D;acceptable to such Buyer. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, Delaware as of a date within ten (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 a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date; (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date; (viie) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(d3(b) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation of the Company and (iii) the Bylaws of the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;. (viiif) The representations Each and warranties every representation and warranty of the Company 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 shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;acceptable to such Buyer. (ixg) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before on the Closing Date;Date immediately prior to the Closing. (xh) 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, 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;. (xii) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and Securities, including without limitation, those required by the Principal Market, if any. (j) 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 Transactions Documents and all payments thereunder;Transaction Documents. (xiik) 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. (l) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Common Shares. (m) Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (n) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing (o) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviiip) The Company shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred Shares applicable Notes and the related Warrants at the applicable 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:. No Buyer may rely on the failure of any condition set forth in this Section 7 to be satisfied if such failure was proximately caused by such Buyer’s failure to use reasonable best efforts to cause the Closing to occur, as required by Section 4(a), or a breach of this Agreement. (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer (i) each of the Transaction DocumentsDocuments to which it is a party, (ii) via DWAC, the Common Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the applicable Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G.Xxxxx, PLLCXxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C, the Company’s outside counsel, dated as of the applicable Closing Date, in substantially the form of Exhibit E attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent; (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of prior to the applicable Closing Date;. (viv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each of its Subsidiaries’ qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifyits Subsidiaries conduct business, as of a date within ten (10) days of prior to the applicable Closing Date;. (viv) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the organizational documents of each of its Subsidiaries as certified by the Secretary of State (or comparable office) of the State jurisdiction of Delaware (or a fax or pdf copy formation of such certificate) the Company and each of its Subsidiaries within ten (10) days of prior to the applicable Closing Date;. (viivi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the applicable Closing Date, as to (i) the resolutions consistent with Section 3(d3(b) as adopted by the Company’s Board of Directors and each of its Subsidiaries’ applicable governing body in a form reasonably acceptable to such Buyer, Buyer and (ii) the Company’s Certificate of Incorporation and (iii) Bylaws and the Company’s Bylawsorganizational documents of each of its Subsidiaries, each as in effect at the applicable Closing, in the form attached hereto as Exhibit E;G. (viiivii) The representations and warranties of the Company set forth in (i) Section 3 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 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 (ii) the Merger Agreement are true and correct as of the applicable Closing Date (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 no reason to believe that the Closing (as defined in the Merger Agreement) will not occur 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 applicable Closing Date. Such Buyer shall have received a certificate, executed by the 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 in the form attached hereto as Exhibit F;H. (ixviii) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date; (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) duly executed Merger Agreement by all parties thereto, which shall not have been suspended, terminated as of the applicable Closing Date, by the SEC or the Principal Market from trading on the Principal Market, nor and of which no provision shall suspension by the SEC or the Principal Market have been threatened, amended or waived as of the applicable Closing Date, either (A) in writing by Date without the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements prior written consent of the Principal Market;Required Holders (as defined in Section 9(e)). (xiix) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and Securities. (x) If the transactions contemplated applicable Closing Date is the Second Closing Date, the First Closing Date shall have been completed. (xi) Such Buyer shall have received the Company’s wire instructions on Company letterhead duly executed by an authorized executive officer of the Transactions Documents and all payments thereunder;Company. (xii) The Registration Statement Collateral Agent shall have received all documents, instruments, filings and recordations and searches reasonably necessary in connection with the perfection of a valid security interest in the Collateral (as defined in the Security Agreement) of the Company and each of its Subsidiaries, and, in the case of UCC filings, such filings shall be effective and available in proper form for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;filing. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction The Collateral Agent shall have been enacted, entered, promulgated or endorsed by or received the results of searches (including comparable searches in any court jurisdiction outside the United States) for any effective UCC financing statements, tax liens or governmental authority of competent jurisdiction judgment liens filed against the Company or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of its Subsidiaries or any property of any of the transactions contemplated by this Agreement;foregoing, which results shall not show any such liens (other than Permitted Liens acceptable to the Collateral Agent). (xiv) Since The Collateral Agent shall have received the date of this Security Agreement, no event or series duly executed by the Company and each of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect;its Subsidiaries. (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the its applicable shares of Common Shares, the Preferred Shares and the Warrants Stock at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents, (ii) via DWAC, Documents to which it is a party and the Common Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G., PLLC, the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D; (iii) The Company shall have duly executed and delivered to such Buyer a copy such aggregate number of shares of Common Stock as set forth across from such Buyer’s name on the Schedule of Buyers and the Company shall have complied in all respects with all obligations under this Agreement and the other Transaction Documents. Notwithstanding the foregoing, the Company shall be entitled to deliver executed copies of the Irrevocable Transfer Agent InstructionsCommon Stock certificates at Closing, which instructions shall have been delivered with an obligation to and acknowledged in writing by deliver the Transfer Agent;originals to Buyer within five (5) Business Days after the Closing. (ivb) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in such entity’s its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, jurisdiction of formation as of a date within ten (10) days of the Closing Date;. (vc) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date;. (vid) The Company shall have delivered to such Buyer a certified copy of the Certificate Articles of Incorporation Incorporation, as certified by the Secretary of State of the State Company’s jurisdiction of Delaware (or a fax or pdf copy of such certificate) formation within ten (10) days of the Closing Date;. (viie) The Company shall have delivered to such Buyer a certificate, in the form reasonably acceptable to such Buyer, executed by the Secretary of the Company and dated as of the applicable Closing Date, as to (i) the resolutions consistent with Section 3(d3(b) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation and (iii) the Bylaws of the Company’s Bylaws, in each case, as in effect at the Closing, in the form attached hereto as Exhibit E;. (viiif) The representations Each and warranties every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for that (1) representations and warranties that speak as of a specific date, which date shall be true and correct in all material respects as of such specified datedate and (2) representations and warranties that are qualified by material, Material Adverse Effect or other similar materiality qualifiers shall be true and correct in all respects) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date, including, without limitation the issuance of all Securities prior to the date of such Closing as required by the Transaction Documents and the Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance as may be required to fulfill its obligations pursuant to the Transaction Documents. Such Buyer shall have received a certificate, 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;reasonably acceptable to such Buyer. (ixg) The Company shall have delivered to such Buyer a letter information from the Transfer Agent certifying Company’s transfer agent identifying the number of shares of Common Stock outstanding as of a date within five (5) days before on the Closing Date;Date immediately prior to the Closing. (xh) 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, Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market;. (xii) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated Securities, including without limitation, those required by the Transactions Documents and all payments thereunder;Principal Market. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiiij) 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 that prohibits the consummation of any of the transactions contemplated by this Agreement;the Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents. (xivk) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could be expected to would have or result in a Material Adverse Effect;Effect and the Company has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company. (xvl) The Since the date of execution of this Agreement, the Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”);has timely filed all SEC Documents. (xvim) The As of the Closing Date, neither the Company shall have delivered to each Buyer a lock-up nor any Subsidiary is in violation of its Articles of Incorporation or other organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in SEC documents, with the giving of notice or lapse of time would be in default, under any existing material obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, singularly or in the form attached hereto as Exhibit Gaggregate, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”);have a Material Adverse Effect. (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviiin) The Company shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as reasonably required to consummate the transactions contemplated hereby. (o) Such Buyer shall have received the opinions of Fxxxx & Lxxxxxx LLP in the form reasonably acceptable to 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 Shares, the 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 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 Each of the Company and each of their Subsidiaries, to the extent each is a party thereto, shall have duly executed and delivered to such Buyer or to the Company’s counsel for delivery to such Buyer (i) each of the Transaction Documents, (ii) via DWAC, the Common Shares Notes (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts Principal Amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iviii) the Warrants (allocated in such amounts denominations 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 Anthony L.G., PLLC, the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D; (iiib) 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 Transfer Agent;Company’s transfer agent. (ivc) The Company shall have delivered to such Buyer a copy of a certificate evidencing incorporation, partnership or the formation formation, as applicable, and good standing of the Company Company, and each of the Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) the 30 days of prior to the Closing Date;. (vd) The If applicable, the Company shall have delivered to such Buyer a certificate evidencing the Company's and each Subsidiary’s qualification as a foreign corporation entity (or the equivalent) and a “short form” good standing certificate issued by the Secretary of State of the State (or comparable office) of each jurisdiction in which the Company conducts business and or such Subsidiary is required to so qualifyqualify as a foreign entity, each as of a date within ten (10) 30 days of prior to the Closing Date;. (vie) The Board of Directors shall have adopted resolutions consistent with Section 3(b) above and in a form reasonably acceptable to such Buyer (the “Resolutions”). (f) The Company, and each Subsidiary of the Company shall have delivered to such Buyer a certified copy of secretary’s certificate in the Certificate of Incorporation form attached hereto as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date; (vii) The Company shall have delivered to such Buyer a certificateExhibit G, executed by the Secretary secretary (or comparable office) of the Company such Person and dated as of the Closing Date, as to certifying (iA) that the attached resolutions consistent with Section 3(d) as adopted by the Company’s Board board of Directors directors of such Person in a form reasonably acceptable to such Buyerconnection with the Transaction Documents are true, complete and correct and remain unamended and in full force and effect, (iiB) that the Company’s Certificate attached articles of Incorporation association, certificate of incorporation or certificate of formation of such Person, certified as of a date within 30 days of the Closing Date, by the secretary of state of the state of the jurisdiction of its organization, is true, complete and correct and remains unamended and in full force and effect, (C) that the attached memorandum of association, bylaws or limited liability company or operating agreement of such Person are true, complete and correct and remain unamended and in full force and effect and (iiiD) as to the Company’s Bylawsincumbency and specimen signature of each officer of such Person executing this Agreement, each as the other Transaction Documents and any other document delivered in effect at the Closing, in the form attached hereto as Exhibit E;connection herewith on behalf of such Person. (viiig) The representations and warranties of the Company and any Subsidiary set forth in this Agreement or any other Transaction Document shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that which speak as of a specific date, each of which shall be true and correct as of such specified date) and the Company Company, or each Subsidiary, as applicable, shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company such entity at or prior to the Closing Date. Such Buyer shall have received a certificate, certificate delivered and executed by the Chief Executive Officer President of each of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;H. (ixh) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5i) days before the Closing Date; (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market, nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market; (xi) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, and (ii) made all filings under all applicable federal, state or foreign securities laws (to the extent such filings must be made on or prior to the Closing Date in each case) necessary for to consummate the issuance and the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xiii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company Guarantors shall have delivered to such Buyer the Prospectus and Collateral Agent an aggregate of 3,000,000 Common Shares together with executed stock powers, to be pledged pursuant to the Prospectus Supplement as required thereunder;Security Documents. (xiiij) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction Material Adverse Effect 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;occurred. (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvik) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each certificate of an officer of the Persons listed on Schedule 7(xvi) (collectively, Company and each Subsidiary certifying as to the “Lock-Up Agreements”);solvency of the Company or such Subsidiary. (xviil) All proceedings in connection with the issuance of the Notes and the other transactions contemplated by this Agreement and the other Transaction Documents, and all documents incidental hereto and thereto, shall be reasonably satisfactory to the Buyers, and the Buyers shall have received all such information and such counterpart originals or certified or other copies of such documents as the Collateral Agent may reasonably request. (m) The Certificate of Designations Company shall have been filed with paid the Secretary of State of the State of Delaware Buyers $15,000 in cash to reimburse Buyers for due diligence and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; andinvestment documentation expenses. (xviiin) 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, the 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 (i1) each of the Transaction Documents, Documents and (ii2) via DWAC, the Common Shares (allocated in such amounts as such Buyer shall request) ), being purchased by such Buyer at the Closing pursuant to this Agreement, and (iii3) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the related Warrants (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 Anthony L.G.Gracin & Xxxxxx, PLLCLLP, the Company’s 's counsel, dated as of the Closing Date, in substantially the form of Exhibit C attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit B attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) office of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate Articles of Incorporation as certified by the Secretary of State of the State of Delaware Nevada (or a fax or pdf copy of such certificate) within ten (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 (i1) the resolutions consistent with Section 3(d) as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii2) the Company’s Certificate Articles of Incorporation and (iii3) the Company’s 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 respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;E. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before of the Closing Date;. (x) The Common Stock (I1) shall be designated for quotation or listed on the Principal Market and (II2) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market, Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market;. (xi) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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;. (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the 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 sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries, if any, shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (iA) each of the Transaction Documents, (iiB) via DWAC, the Common Shares Notes (allocated in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement), (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (ivC) the related Warrants (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 Anthony L.G., PLLCXxxxxx & Xxxxxxx LLP, the Company’s outside counsel, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries, if any, in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each of its Subsidiaries’, if any, qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business business, in which the Company is incorporated and is required to so qualifyin which the Company has any employees as set forth on Schedule 7(v), as of a date within ten (10) days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company as certified by the Secretary of State (or comparable office) of the State of Delaware (or a fax or pdf copy of such certificate) within ten (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(d3(b) as adopted by the Company’s and by the unanimous consent of all members of the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation of the Company and (iii) the Bylaws of the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;G. (viii) The representations and warranties of the Company 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 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. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before of the Closing Date;. (x) 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, Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market;. (xi) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xii) The Registration Statement Collateral Agent shall have received certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be effective and available for necessary or, in the issuance and sale opinion of the Securities hereunder Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the Company results of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall have delivered to not show any such Buyer the Prospectus and the Prospectus Supplement as required thereunder;liens. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction The Collateral Agent shall have been enactedreceived the Security Agreement, enteredduly executed by the Company, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over together with (A) the matters contemplated hereby which prohibits the consummation of any original stock certificates representing all of the transactions contemplated equity interests and all promissory notes required to be pledged thereunder, accompanied by this undated stock powers and allonges executed in blank and other proper instruments of transfer and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement;. (xiv) Since the date of this Agreement, no event or series of events The Collateral Agent shall have occurred that reasonably could be expected to result in a Material Adverse Effect;received the Subordination Agreements, duly executed by all parties thereto. (xv) The Company shall have provided delivered to such Buyer the Companysuch Buyer’s wire instructionsMaster Control Account Agreement, on the Company’s letterhead and duly executed by all parties thereto and declared effective by the Company’s Chief Financial Officer (the “Wire Instructions”);Control Account Bank. (xvi) The Company shall have delivered to each Buyer a lock-up agreementthe Collateral Agent the Account Control Agreement with respect to the Company’s operating bank account, in duly executed by all parties thereto and declared effective by the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”);Control Account Bank. (xvii) The Certificate of Designations shall have been filed with the Secretary of State approval of the State Principal Market for the listing of Delaware the Conversion Shares and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; andWarrant Shares. (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (xix) The Company shall have received the Waiver duly executed and delivered by the 2015 Required Holders.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the 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) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents, (iiB) via DWAC, the Common Shares Notes (allocated in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement), (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (ivC) the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Company or its Subsidiary shall have granted Buyers, through the Transaction Documents, a first priority security interest and lien against each of the Company Properties (defined below) and fixtures relating thereto, and all other Company furniture, fixtures and equipment contained within or relating to the Company Properties; (iiiii) Such Buyer shall have received the opinion of Anthony L.G.(A) Xxxx & Xxxx, PLLCLLC, the Company’s 's outside counsel, dated as of the Closing Date and (B) Xxxxxxxx Xxxxxxxxx, the Company's outside real estate counsel, dated as of the Closing Date, in the each case in form attached hereto as Exhibit D;and substance acceptable to such Buyer in its sole discretion. (iiiiv) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company's transfer agent. (ivv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date;. (vvi) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifybusiness, as of a date within ten (10) days of the Closing Date;. (vivii) The Company shall have delivered to such Buyer a certified copy of the Certificate Articles of Incorporation as certified by the Secretary of State (or comparable office) of the State of Delaware (or a fax or pdf copy of such certificate) Colorado within ten (10) days of the Closing Date;. (viiviii) 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(d3(b) as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation and (iii) the Company’s Bylaws, each as in effect at the Closing, in form and substance acceptable to the form attached hereto as Exhibit E;Required Holders in their sole discretion. (viiiix) The representations and warranties of the Company shall be true and correct in all respects as of the date when made and as of the respective Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in form and substance acceptable to the form attached hereto as Exhibit F;Required Holders in their sole discretion. (ixx) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before of the Closing Date;. (xxi) 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, 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;. (xixii) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xiixiii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company Each Subsidiary shall have executed and delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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 Guaranty Agreement;. (xiv) Since The Security Documents shall have been executed and delivered to each Buyer, and the date Company, in accordance with the terms of this the Security Agreement, no event or series of events shall have occurred that reasonably could delivered to the Collateral Agent, with a copy to each Buyer, along with such other documents, and taken such other actions, as in each case, shall be expected necessary or, in the opinion of the Collateral Agent, desirable, to result in a Material Adverse Effect;perfect the security interests purported to be created by the Security Agreement. (xv) The Contemporaneously with the Closing, the Company shall have provided formed one or more Subsidiaries to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed purchase certain real estate at locations to be mutually approved by the Company’s Chief Financial Officer Company and the Required Holders (the “Wire Instructions”);"Acquired Properties") and such Subsidiaries shall have purchased such Acquired Properties. (xvi) The Company shall have obtained and delivered to each Buyer an appraisal by a lock-up agreementreal estate appraiser reasonably acceptable to the Required Holders for each of the Acquired Properties that shows an appraised value equal to or greater than 75% of the purchase price to be paid by the applicable Subsidiary of the Company for each such Acquired Property. (xvii) In accordance with the terms of the Security Documents, the Company shall have delivered to the Collateral Agent (i) certificates representing the Pledged Shares (as defined in the Security Agreement), along with duly executed blank stock powers and (ii) appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the form attached hereto opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document. (xviii) Buyer shall have been provided the following for its review and approval, and such approval shall be granted or withheld at Buyers sole discretion: (1) A lender's title insurance policy, to be issued at the Company's or its Subsidiary's sole cost and expense, made in favor of the Buyers, committing to issue to Buyers, as Exhibit Glender, executed and delivered by extended coverage title insurance policy ("Title Policy") for each of the Persons listed on Schedule 7(xvi) respective Acquired Properties and any then owned real estate (collectively, the “Lock-Up Agreements”"Company Properties"), in an amount equal to the greater of Note(s) being secured by the respective Company Property or the purchase price of said Company Property, subject only to those certain exceptions to title acceptable to Buyers, in their sole and absolute discretion; (xvii2) The Certificate A Phase I environmental inspection prepared by an environmental engineering company acceptable to Buyers ("Phase I"), acquired at Company's sole cost and expense, of Designations each of the Company Properties and certified to Buyers, acceptable to Buyers in their sole and absolute discretion. In the event the Phase I recommends a Phase II environmental inspection, the Company shall promptly order such Phase II environmental inspection at its sole cost and expense, certified to the Buyers, which shall be acceptable to Buyers at their sole and absolute discretion; (3) Insurance policies insuring the Company Properties against fire and casualty, and insuring the Company or its Subsidiary against general liability, each naming the Buyers as "additional insured", in a form and substance acceptable to Buyers, as more particularly described in the Security Documents; (4) Company shall have been filed with furnished to Buyers, at Company's sole cost and expense, a current ALTA improvement survey plat ("Survey") of each Company Property acceptable to Buyers and the Secretary title company issuing the Title Policy indicating, without limitation, that all foundations or other improvements currently constructed are located within the lot lines, without infringement on established easements or rights-of-way and not in violation of State any ordinance including zoning ordinances which impose lot line setback requirements and parking requirements. The survey shall show the legal description of each Company Property as it will be insured by the title company, the courses and distances of each Company Property lot lines, all appurtenant and servient easements, setbacks, building lines and width of abutting streets, distance to nearest intersecting streets affording ingress and egress to and from each Company Property, and the location and dimensions of all encroachments, improvements, above or below ground easements and utilities, and designated parking spaces. The surveyor shall also certify whether or not any portion of the improvements is located within a Federal Emergency Management Agency identified flood-prone area of a community and if located thereon, state the map number and whether or not the Property appears in the "Flood Hazard Area." The survey must be certified as accurate by a licensed surveyor in the State of Delaware Colorado and shall be contain a certificate imprinted thereon in the form approved by the ALTA stating that the survey is made for the benefit of the Buyers and the title company issuing the Title Policy; (5) Company and/or its Subsidiaries have all necessary (i) certificates, licenses, and other approvals, governmental and otherwise, for the operation of the Company Properties and the conduct of its business and (ii) zoning, building code, land use, environmental and other similar permits or approvals, all of which are currently in full force and effecteffect and not subject to revocation, enforceable against suspension, forfeiture, or modification, acceptable to Buyers at their sole and absolute discretion. Company Properties and their use and occupancy are in full compliance with all applicable laws, and Company and/or its Subsidiaries have received no notice of any violation or potential violation of the applicable laws which have not been remedied or satisfied, and the zoning classification of Company Properties permits the use of such Company Properties as intended; (6) Company's and/or its Subsidiaries' Company Properties are free from damage caused by fire or other casualty; (7) Evidence that all costs and expenses for labor, materials, supplies, and equipment used in the construction of the improvements for Company's and/or its Subsidiaries' Company Properties have been paid in full; (8) Rent Roll relating to any Company Properties; (9) Evidence that all taxes, fees and other charges relating to the Company Properties, and in accordance connection with its terms the execution, delivery and recording of the Security Documents shall not have been amendedpaid, and all delinquent taxes, assessments or other governmental charges or liens affecting the Company Property, if any, shall have been paid. Company shall provide a treasurer's tax certificates disclosing that no general and special taxes or assessments encumbering the Company Properties are delinquent and that the Company Properties do not lie within any special or general assessment district except as approved by the Buyers; and (xviii10) Evidence that any and all other requirements which may be set forth in the Security Documents, as determined necessary by Buyers, in their sole and absolute discretion. (xix) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer (A) certified copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Buyers, shall cover any of the Collateral (as defined in the Security Documents) and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens (as defined in the Security Documents); and (B) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Buyers. (xx) The Collateral Agent and such Buyer shall be satisfied that the Collateral Agent has been granted, and holds, for the benefit of the Collateral Agent and such Buyer, a perfected, first priority Lien on, and security interest in, all of the Collateral, subject only to Permitted Liens. (xxi) Contemporaneously with the Closing, the applicable Subsidiaries that own the Company Properties shall have entered into a lease (each, a "Tenant Lease") with a tenant for each of the Company Properties on terms and by lease form satisfactory to the Required Holders and with a termination date not earlier than two years following the Maturity Date (as defined in the Notes). (xxii) The Company shall have instituted the Policies and Procedures, all on terms satisfactory to the Required Holders in their sole discretion. (xxiii) The Company shall have delivered to such Buyer disclosure schedules to this Agreement in form and substance acceptable to such Buyer in its sole discretion. (xxiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Common Shares, the its Preferred Shares and the 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, (ii) via DWAC, Documents to which it is a party and the Common Shares (allocated in such amounts as Company shall have duly executed and delivered to such Buyer shall request) such aggregate number of Preferred Shares as being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G., PLLC, the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D; (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (iviii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, jurisdiction of formation as of a date within ten (10) days of the Closing Date;date. (viv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date;date. (viv) 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 of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;State. (viivi) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(d3(b) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation of the Company and (iii) the Bylaws of the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;. (viiivii) The representations Each and warranties every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified datespecific date and representations and warranties qualified by materiality, which shall be true and correct in all respects) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;acceptable to such Buyer. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date; (xviii) The Common Stock (IA) shall be designated for quotation or listed (as applicable) on the Principal Market and (IIB) except as set forth in the SEC Documents, shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market, Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (AI) in writing by the SEC or the Principal Market or (BII) by falling below the minimum listing maintenance requirements of the Principal Market;. (xiix) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated Securities, including without limitation, those required by the Transactions Documents and all payments thereunder;Principal Market, if any. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiiix) 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 Governmental Entity of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreement;the Transaction Documents. (xivxi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could be expected to 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) Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) On or prior to the time of the Closing, the Company shall consummate the transactions contemplated by the Exchange Agreements. (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the 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, Documents and (ii) via DWAC, the Common Shares (allocated in such amounts as such Buyer shall request) ), being purchased by such Buyer at the Closing pursuant to this Agreement, and (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the related Warrants (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 Anthony L.G., PLLCXxxxx Xxxx LLP, the Company’s counsel, dated as of the Closing Date, in substantially the form of Exhibit C attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit B attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate (or a fax or pdf copy of such certificate) evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) or a bring-down certificate from Corporation Service Company (or similar service company) of such jurisdiction, as of a date within ten (10) 10 days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate (or a fax or pdf copy of such certificate) evidencing the Company’s qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) or a bring-down certificate from Corporation Service Company (or similar service company) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) 10 days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;. (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(d3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation and (iii) the Company’s 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, 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. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before of the Closing Date;. (x) 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, Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market;. (xi) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;. (xiii) No litigationContemporaneously with the Closing, statute, rule, regulation, executive order, decree, ruling or injunction the Company 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 consummated the transactions contemplated by this the Securities Purchase Agreement (the “Ramius Securities Purchase Agreement;”) dated as of the date hereof by and among the Company, RCG PB, Ltd. And Ramius Enterprise Master Fund Ltd, which shall result in the Company receiving an aggregate of $10 million pursuant to such agreement. (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred 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 executed and delivered to such Buyer (iA) each of the Transaction Documents, (iiB) via DWAC, the Common Purchased Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement), (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (ivC) the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement;. (ii) Such Buyer and the Placement Agent shall have received the opinion of Anthony L.G., PLLCMeitar | Law Offices, the Company’s outside Israeli counsel and of Xxxxxxxx & Worcester LLP, the Company’s outside U.S. counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D;reasonably acceptable to such Buyer and the Placement Agent. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) calendar 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 a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date; (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (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(d) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation and (iii) the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E; (viii) The representations and warranties of the Company shall be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F; (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date; (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market, nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market; (xi) The Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder; (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the 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, (ii) via DWAC, the number of Common Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares Series A Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Series B Warrants (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 Anthony L.G., PLLCXxxxxxxx Law Group LLP, the Company’s 's counsel, dated as of the Closing Date, in substantially the form of Exhibit D attached hereto as Exhibit D;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 Transfer Agent;Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (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(d) as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s 's Certificate of Incorporation and (iii) the Company’s 's Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;E. (viii) The representations and warranties of the Company shall be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;F. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date;. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market, nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market;. (xi) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities Common Shares and Series B Warrants hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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;. (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect;. (xv) The Company Voting Agreement shall have provided been executed and delivered to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (Company and each of the “Wire Instructions”);Principal Stockholders. (xvi) The Company Victory Park shall have delivered to each Buyer a lock-up agreement, entered into an agreement with the Company in the form attached hereto as Exhibit GG (the "VPC Settlement Letter") (i) waiving the rights to participate in the transactions contemplated hereby, executed (ii) restricting the ability of holder of that certain Warrant (the "Financing Warrant") issued by the Company on October 30, 2014 in connection with the Victory Park Agreement for a period that is not less than one hundred thirty five (135) days from the Closing Date (a) to put the Financing Warrant to the Company, and delivered by each (b) in the event of a put, permitting the Company forty-five (45) days from receipt of the Persons listed on Schedule 7(xviput notice to pay to the put amount; and (iii) (collectivelyagreeing to release the security interest in the Company's assets granted in connection with the Victory Park Agreement, upon payment of $4,065,351 under the Victory Park Agreement as contemplated herein The VPC Settlement Letter shall be acknowledged and agreed by VPC SBIC I, LP, the “Lock-Up Agreements”);holder of the Financing Warrant. (xvii) The Certificate of Designations Company shall have been filed with received a pay-off letter in form and substance reasonably acceptable to the Secretary Buyers from Victory Park, on behalf of State each lender under the Victory Park Agreement, indicating that upon receipt of $4,065,351, that all obligations of the State Company and its Subsidiaries under, and rights of Delaware the lenders under, the Victory Park Agreement shall have terminated and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; andall security interests released. (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Common Shares, the 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) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents, Documents and (iiB) via DWAC, the Common Shares Notes (allocated in such principal 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 principal amounts as is set forth across from such Buyer's name in column (4) of the Schedule of Buyers) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G., PLLC[Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP], the Company’s 's outside counsel, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) 10 days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) 10 days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;. (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(d3(b) as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation and (iii) the Company’s 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 respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;G. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before of the Closing Date;. (x) 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, Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market;. (xi) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred Shares applicable Notes and the related Warrants at the applicable 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 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents, Documents to which it is a party (ii) via DWAC, with the Common Shares (Notes and Warrants allocated in such principal amounts as such Buyer shall request) ), being purchased by such Buyer at the applicable Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G., PLLCXxxxxx LLP, the Company’s 's outside counsel, dated as of the applicable Closing Date, in substantially the form of Exhibit E attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent; (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of prior to the applicable Closing Date;. (viv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's and each of its Subsidiaries' qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifyits Subsidiaries conduct business, as of a date within ten (10) days of prior to the applicable Closing Date;. (viv) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the organizational documents of each of its Subsidiaries as certified by the Secretary of State (or comparable office) of the State jurisdiction of Delaware (or a fax or pdf copy formation of such certificate) the Company and each of its Subsidiaries within ten (10) days of prior to the applicable Closing Date;. (viivi) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the applicable Closing Date, as to (i) the resolutions consistent with Section 3(d3(b) as adopted by the Company’s 's Board of Directors and each of its Subsidiaries' applicable governing body in a form reasonably acceptable to such Buyer, Buyer and (ii) the Company’s Certificate of Incorporation and (iii) Bylaws and the Company’s Bylawsorganizational documents of each of its Subsidiaries, each as in effect at the applicable Closing, in the form attached hereto as Exhibit E;F. (viiivii) The representations and warranties of the Company set forth in (i) Section 3 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 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 (ii) the Merger Agreement are true and correct as of the applicable Closing Date (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 no reason to believe that the Closing (as defined in the Merger Agreement) will not occur, 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 applicable Closing Date. Such Buyer shall have received a certificate, executed by the 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 in the form attached hereto as Exhibit F;G. (ixviii) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date; (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) duly executed Merger Agreement by all parties thereto, which shall not have been suspended, terminated as of the applicable Closing Date, by the SEC or the Principal Market from trading on the Principal Market, nor and of which no provision shall suspension by the SEC or the Principal Market have been threatened, amended or waived as of the applicable Closing Date, either (A) in writing by Date without the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements prior written consent of the Principal Market;Required Holders (as defined in Section 9(e)). (xiix) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities Securities. (x) If the applicable Closing Date is (i) the Second Closing Date, the First Closing Date shall have been completed and (ii) the Third Closing, the First Closing Date and the transactions contemplated Second Closing Date shall have been completed. (xi) Such Buyer shall have received the Company's wire instructions on Company letterhead duly executed by an authorized executive officer of the Transactions Documents and all payments thereunder;Company. (xii) The Registration Statement shall be effective and available for the issuance and sale Each of the Securities hereunder and the Company Company's Subsidiaries shall have executed and delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;Guarantee Agreement. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction The Collateral Agent shall have been enactedreceived all documents, enteredinstruments, promulgated or endorsed by or filings and recordations and searches reasonably necessary in connection with the perfection of a valid security interest in the Collateral of the Company and each of its Subsidiaries, and, in the case of UCC filings, such filings shall be in proper form for filing. (xiv) The Collateral Agent shall have received the results of searches (including comparable searches in any court jurisdiction outside the United States) for any effective UCC financing statements, tax liens or governmental authority of competent jurisdiction judgment liens filed against the Company or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of its Subsidiaries or any property of any of the transactions contemplated by this Agreement; foregoing, which results shall not show any such liens (xiv) Since other than Permitted Liens acceptable to the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect;Collateral Agent). (xv) The Company Collateral Agent shall have provided to such Buyer received the Company’s wire instructionsSecurity Agreement, on the Company’s letterhead and duly executed by the Company’s Chief Financial Officer (Company and each of its Subsidiaries, together with the “Wire Instructions”);original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer. (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred Shares and the Warrants Convertible Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents, including the Company’s acceptance of this Agreement and (ii) via DWAC, certificates representing the Common Shares (allocated in such amounts as such Buyer shall request) aggregate principal amount of Convertible Notes being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (allocated 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 Anthony L.G.Txxxxx Xxxx & Priest, PLLCLLP, the Company’s outside counsel, dated as of the Closing Date, in substantially the form of Exhibit D attached hereto as Exhibit D;hereto. (iiic) The Company shall have delivered to such Buyer a true copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent; (iv) The Company shall have delivered to such Buyer a certificate certificates evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) 10 days of the Closing Date;. (vd) The Company shall have delivered to such Buyer a certificate true copy of certificates evidencing the Company’s and its subsidiaries’ qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company or its Subsidiaries conducts business and is required to so qualifybusiness, as of a date within ten (10) 10 days of the Closing Date;. (vie) The Company shall have delivered to such Buyer a certified copy of the Certificate Articles of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) Nevada within ten (10) days of the Closing Date;. (viif) 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(d3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation and (iii) the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;E. (viiig) 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;F. (ixh) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before of the Closing Date;. (xi) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market, 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;. (xij) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviiik) 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. (l) The Company or the Escrow Agent shall have received in the aggregate at least ten million dollars ($10,000,000) from Buyers of the Convertible Notes by November 15, 2006.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the 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 (iA) each of the Transaction Documents, (ii) via DWAC, the Common Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (iiiB) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement as set forth opposite such Buyer's name in column (3) of the Schedule of Buyers and (ivC) the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement;Agreement as set forth opposite such Buyer's name in column (4) of the Schedule of Buyers. (ii) Such Buyer shall have received the opinion of Anthony L.G., PLLC, the Company’s 's outside counsel, dated as of the Closing Date, in substantially the form of Exhibit E attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdictionjurisdiction of formation, as of a date within ten (10) days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate Articles of Incorporation as certified by the Secretary of State (or comparable office) of the State of Delaware (or a fax or pdf copy of such certificate) Nevada within ten (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(d3(b) as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation and (iii) the Company’s 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 respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;G. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before of the Closing Date;. (x) 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, Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market;. (xi) The Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder; (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, agreement in the form attached hereto as Exhibit G, H executed and delivered by each of the Persons listed on Schedule 7(xvi7(xi) (collectively, the “Lock-"Lock Up Agreements”");. (xviixii) The Certificate of Designations in the form attached here to as Exhibit A shall have been filed with the Secretary of State of the State of Delaware Nevada and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and. (xviiixiii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred Shares and the 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 and, to the extent it is a party thereto, each of its Subsidiaries, shall have duly executed and delivered to such Buyer (i1) each of the Transaction Documents, Documents and (ii2) via DWAC, the Common Shares Notes (allocated in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G., PLLC, the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D; (iiib) 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 Transfer Agent;Company’s transfer agent. (ivc) Each Buyer shall have received the opinions of Hxxxxxx Xxxx LLP, the Company’s outside counsel, dated as of the Closing Date, substantially covering the matters set forth in Exhibit G attached hereto. (d) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and of Minrad Inc. in such entity’s jurisdiction their respective jurisdictions of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date;. (ve) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and Minrad Inc.’s qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and Minrad Inc. conducts business and is required to so qualifybusiness, as of a date within ten (10) days of the Closing Date;. (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 (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;. (viig) 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(d3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (iiy) the Company’s Certificate of Incorporation Incorporation, as amended and (iiiz) the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;H. (viiih) The representations and warranties of the Company shall be true and correct in all material respects (other than representations and warranties that are already 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 a duly authorized executive officer of the Company, dated as of the Closing Date, to the foregoing effect effect, certifying as to the fulfillment of the conditions specified in Section 7 of this Agreement and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;I. (ixi) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) 15 days before of the Closing Date;. (xj) 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, 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;. (xik) The Company shall have obtained all other governmental, regulatory or third-third party consents and approvals, if any, necessary to be obtained for the sale of the Securities and Securities, other than the transactions contemplated by the Transactions Documents and all payments thereunder;third party consents described in Section 4(bb). (xiil) The Registration Statement shall be effective and available for In accordance with the issuance and sale terms of the Securities hereunder and Security Documents, the Company shall have delivered to the Collateral Agent (i) certificates representing the Subsidiaries’ shares of capital stock, along with duly executed blank stock powers and (ii) appropriate financing statements on Form UCC-1 to be duly filed in such Buyer office or offices as may be necessary or, in the Prospectus and opinion of the Prospectus Supplement as required thereunder; (xiii) No litigationCollateral Agent, statute, rule, regulation, executive order, decree, ruling desirable to perfect the security interests purported to be created by each Security Document or injunction arrangements satisfactory to the Required Holders shall have been enacted, entered, promulgated or endorsed by or made providing for the delivery of such items to the Collateral Agent promptly following payment 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 full of the transactions contemplated by Existing Secured Indebtedness in accordance with subparagraph (n) of this Agreement;Section 7. (xivm) Since Within two (2) Business Days prior to the date of this AgreementClosing, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except for Permitted Liens (as defined in the Notes) and as otherwise agreed in writing by the Buyers, shall cover any of the Collateral (as defined in the Security Documents) and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens (as defined in the Security Documents other than Permitted Lines (as defined in the Notes). (n) Contemporaneously with the Closing, the Collateral Agent shall have received (i) a lock-up agreementduly executed copy of the payoff letter with respect to the Existing Secured Debt, (ii) any and all related release, cancellation and/or termination documents, duly executed by the Company and the Existing Secured Lender Agent, together with the UCC-3 termination statements for all UCC-1 financing statements filed by the Existing Secured Lender Agent, covering any portion of the Collateral (as defined in the Security Agreement) and existing as of the Closing Date, (iii) evidence of the release or termination of the mortgage securing the Existing Secured Indebtedness and covering the premises commonly known as 3000 Xxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxxxxxx 00000 and (iv) acknowledgement filings of such UCC-3 termination statements, in each case in form and substance reasonably satisfactory to such Buyer; or, in the form attached hereto as Exhibit G, executed and delivered by each case of clauses (ii) — (iv) hereof arrangements satisfactory to the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations Required Holders shall have been filed with made providing for the Secretary delivery of State such items to the Collateral Agent promptly following payment in full of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; andExisting Secured Indebtedness. (xviiio) 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, the Preferred Shares and the Warrants applicable Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (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, (ii) via DWAC, Documents to which it is a party and the Common Shares (allocated in such amounts as Company shall have duly executed and delivered to such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) Securities being purchased by such Buyer at the Closing pursuant to this Agreement (which, in relation to the Closing, shall be (A) the aggregate original principal amount of the Notes set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers, and (ivB) a Warrant to initially acquire up to the Warrants aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (allocated in such amounts as such Buyer shall request4) being purchased by such Buyer at on the Closing pursuant to this Agreement;Schedule of Buyers). (ii) Such Buyer shall have received the opinion of Anthony L.G.Mintz, PLLCLevin, Cohn, Ferris, Glovsky and Popeo, P.C., the Company’s U.S. counsel, dated as of the Closing Date, in the form attached hereto and substance acceptable to such Buyer and addressing such legal matters as Exhibit D;such Buyers may reasonably request. (iii) The Company Such Buyer shall have delivered received the opinion of Fladgate LLP, the Company’s U.K. counsel, dated as of the Closing Date, in the form and substance acceptable to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;addressing such legal matters as such Buyers may reasonably request. (iv) Such Buyer shall have received the opinion of Pxxxx Xxxxx Zedek Lxxxxx, the Company’s Israeli counsel, dated as of the Closing Date, in the form and substance acceptable to such Buyer and addressing such legal matters as such Buyers may reasonably request. (v) [RESERVED] (vi) The Company shall have delivered to such Buyer a certificate evidencing the formation and formation, qualification and/or good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation and each jurisdiction in which they are qualified (or should be qualified) to do business, issued by the Secretary of State (or comparable office) of such jurisdictionjurisdictions, of formation, qualification and/or good standing as of a date within ten (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 a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date; (vivii) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State Companies House of the State Company’s jurisdiction of Delaware (or a fax or pdf copy of such certificate) incorporation within ten (10) days of the Closing Date;. (viiviii) The Company and each Subsidiary shall have delivered to such Buyer a certificatecertificates, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary (or another officer, if such entity does not have a secretary) and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(d4(b) as adopted by the Company’s Board and each Subsidiary’s board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Company’s BylawsBylaws of the Company and the bylaws of each Subsidiary, each as in effect at the Closing, in the form attached hereto as Exhibit E;. (viiiix) The representations Each and warranties every representation and warranty of the Company 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 date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer 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;acceptable to such Buyer. (ixx) The Company shall have delivered to such Buyer a letter certificate from the Transfer Agent Company’s transfer agent (which, for the avoidance of doubt, may be the Company) certifying the number of shares of Common Stock Ordinary Shares outstanding as of a date within five (5) days before on the Closing Date; (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of Date immediately prior to the Closing Date, and certain other matters typically covered 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;a transfer agent’s certificate. (xi) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated Securities, including without limitation, those required by the Transactions Documents and all payments thereunder;Principal Market, if any. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreement;the Transaction Documents. (xivxiii) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could be expected to would have or result in a Material Adverse Effect;. (xiv) In accordance with the terms of the Security Documents, the Company shall have delivered to such Buyer (i) certificates representing the Subsidiaries’ shares of capital stock to the extent such subsidiary is a corporation or otherwise has certificated capital stock, along with duly executed blank stock powers and (ii) appropriate financing statements (or their foreign equivalents) to be duly filed in such office or offices in the State of Delaware, the United Kingdom, Israel and any other jurisdiction as may be necessary or, in the opinion of the Buyers, desirable to perfect the security interests purported to be created by each Security Document. (xv) The Company shall have provided delivered to such Buyer a Consent Letter executed by Yissum Research Development Company of the Hebrew University of Jerusalem, the Company’s wire instructions, on and Morria Biopharmaceuticals, Inc., in the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”);form set forth in Exhibit G hereto. (xvi) The Company shall have delivered to each such Buyer a lock-up agreementan Amendment to Sublicense Agreement executed by the Company and Morria Biopharmaceuticals, Inc., in the form attached hereto as set forth in Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”);H hereto (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware Company and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the its Common Shares, the Preferred Shares and the 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, Documents and the Company shall have duly delivered (iiin accordance with Section 1(d) via DWAC, the of this Agreement) to such Buyer such aggregate number of Common Shares set forth across from such Buyer’s name in column (allocated in such amounts 2) of the Schedule of Buyers as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (allocated 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 Anthony L.G., PLLCGxxxxxx Procter LLP, the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D;reasonably acceptable to such Buyer. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form reasonably acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, jurisdiction of formation as of a date within ten (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 a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date; (viif) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(d3(b) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation of the Company and (iii) the Bylaws of the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;. (viiig) The representations Each and warranties every representation and warranty of the Company 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 shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;acceptable to such Buyer. (ixh) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before on the Closing Date;Date immediately prior to the Closing. (xi) 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, 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;. (xij) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated Common Shares, including without limitation, those required by the Transactions Documents and all payments thereunder;Principal Market, if any. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiiik) 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 Governmental Entity of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreement;the Transaction Documents. (xivl) Since the date of execution of this Agreement, no event or series of events shall have occurred that would reasonably could be expected to have or result in a Material Adverse Effect;. (xvm) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each obtained approval of the Persons listed on Schedule 7(xviPrincipal Market to list or designate for quotation (as the case may be) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably requestCommon Shares.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred Shares and the 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 and each of its Subsidiaries shall have duly executed and delivered to such Buyer (i) each of the following to which it is a party each of the Transaction Documents, (ii) via DWAC, the Common Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (allocated 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 Anthony L.G., PLLCSxxxx & Wxxxxx L.L.P., the Company’s 's outside counsel, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto as Exhibit D;hereto. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company's transfer agent. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days 10 Business Days of the Closing Date;. (ve) The Company shall have delivered to such Buyer a certificate evidencing the Company’s 's and each of its U.S. Subsidiaries' qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts and its Subsidiaries conduct business and is required to so qualifyor a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of the Closing Date;. (vif) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the State jurisdiction of Delaware (formation of the Company and each of its Subsidiaries or a fax or pdf copy bring down of such certificate) good standing from Incorporating Services, Ltd. within ten (10) days of the Closing Date;. (viig) 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(d) as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation of the Company and (iii) the Bylaws of the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;G. (viiih) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate 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 or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;H. (ixi) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days before of the Closing Date;. (xj) 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;. (xik) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xiil) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;. (xiiim) 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;. (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvin) The Company shall have delivered to each Buyer a lockLock-up agreement, Up Agreement in the form attached hereto as Exhibit G, C executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”);Exhibit B hereto. (xviio) The Voting Agreement in the form attached hereto as Exhibit D shall have been executed and delivered to such Buyer by the Company and each of the Principal Stockholders. (p) The Certificate of Designations in the form attached hereto as Exhibit A shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and. (xviiiq) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (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.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred Shares its Note and the its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company shall have duly executed and delivered to such Buyer an electronic copy of a Note and the Warrants. (b) The following Transaction Documents shall have been executed and delivered to the Collateral Agent: (i) each of The Guaranty executed by the Transaction Documents, (ii) via DWAC, the Common Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this AgreementSignificant Subsidiaries; (ii) Such Buyer shall have received The Security and Pledge Agreement executed by the opinion of Anthony L.G., PLLC, Company and the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D;Significant Subsidiaries; and (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing Form UCC-1 Financing Statements as required by the Transfer Agent;Security and Pledge Agreement (which, for the avoidance of doubt, need not be executed). (ivc) The Company shall have delivered to such Buyer a certificate evidencing the formation and of good standing of the Company in and each of its Significant Subsidiaries from each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, jurisdiction of formation as of a date within ten (10) days of the Closing Date;. (vd) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and a “short form” each Significant Subsidiary’s good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date;. (vie) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days Business Days of the Closing Date;. (viif) Each Significant Subsidiary shall have delivered to such Buyer a certified copy of its Certificate of Incorporation (or such equivalent organizational document) as certified by the Secretary of State (or comparable office) of such Significant Subsidiary’s jurisdiction of incorporation within fifteen (15) Business Days of the Closing Date. (g) The Company and each Significant Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Significant Subsidiary and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(d) as adopted by the Company’s Board and each Significant Subsidiary’s board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Company’s BylawsBylaws of the Company and the bylaws of each Significant Subsidiary, each as in effect at the Closing, in the form attached hereto as Exhibit E;. (viiih) The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for representations and warranties qualified by material or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects (except for representations and warranties qualified by material or Material Adverse Effect, which shall be true and correct in all respects) as of 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 this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Financial Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;acceptable to such Buyer. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before the Closing Date; (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market, nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market; (xii) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated Securities, including without limitation, those required by the Transactions Documents and all payments thereunder;Principal Market, if any. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiiij) 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 Governmental Entity of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreement;the Transaction Documents. (xivk) Since the date of execution of this Agreement, no event or series of events shall have occurred that would reasonably could be expected to have or result in a Material Adverse Effect;. (xvl) The Company shall have provided to such Buyer notified the Company’s wire instructions, on Principal Market of the Company’s letterhead and executed by intended issuance of the Company’s Chief Financial Officer (the “Wire Instructions”);Warrant Shares. (xvim) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company 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. (n) The Buyer and the Company shall have mutually agreed to the allocation of the issue price between the Notes and the Warrants purchased in the Closing in accordance in accordance with Section 1(d).

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred Shares and the 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, Documents and (ii) via DWAC, the Common Shares (allocated in such amounts as such Buyer shall request) ), being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G.Xxx Xxxxxxxx, PLLCEsq., , the Company’s 's counsel, dated as of the Closing Date, in substantially the form of Exhibit A attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit B attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date; (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate Articles of Incorporation as certified by the Secretary of State of the State of Delaware Maryland (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;. (viivi) 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(d) as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation and (iii) the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;C. (viiivii) The representations and warranties of the Company shall be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;D. (ixviii) The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before of the Closing Date;. (xix) 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, 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;. (xix) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Common Shares. (xiixi) The Registration Statement shall be effective and available for the issuance and sale of the Securities Common Shares hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;. (xiiixii) 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;. (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviiixiii) 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, the 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 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, (iiB) via DWAC, the Common Shares Notes (allocated in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement), (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (ivC) the related Warrants (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 Anthony L.G.Xxxxxx & Xxxxxxx, PLLCLLP, the Company’s outside counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D;and substance reasonably satisfactory 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 E attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its domestic Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifyqualify as a foreign corporation, as of a date within ten (10) days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State (or comparable office) of the State of Delaware (or a fax or pdf copy of such certificate) within ten (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(d3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation and (iii) the Company’s 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 respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;G. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before of the Closing Date;. (x) 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, Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market;. (xi) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, agreement in the form attached hereto as Exhibit G, H executed and delivered by each of the Persons listed directors and named executive officers of the Company set forth on Schedule 7(xvi7(xii) (collectively, the “Lock-Up Agreements”);. (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviiixiii) 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, the Preferred its Purchased Shares and the its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents, (ii) via DWAC, Documents and the Common Shares (allocated in such amounts as Company shall have duly executed and delivered to such Buyer shall request(x) such aggregate number of Purchased Shares set forth across from such Buyer’s name in column (3) of the Schedule of Buyers, and (y) Warrants (initially for such aggregate number of Warrant Shares as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers), in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (allocated 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 Anthony L.G., PLLC, the Company’s U.S. counsel and the Company’s Cayman Islands counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D;acceptable to such Buyer. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, jurisdiction of formation as of a date within ten (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 a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date; (viif) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(d3(b) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation Association of the Company and (iii) the Memorandum of Association of the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;. (viiig) The representations Each and warranties every representation and warranty of the Company 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 shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;acceptable to such Buyer. (ixh) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock Ordinary Shares outstanding as of a date within five (5) days before on the Closing Date;Date immediately prior to the Closing. (xi) 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 Closing Date, by the SEC or the Principal Market from trading on the Principal Market, Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (AI) in writing by the SEC or the Principal Market or (BII) by falling below the minimum listing maintenance requirements of the Principal Market;. (xij) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and Securities, including without limitation, those required by the Principal Market, if any. (k) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transactions Documents and all payments thereunder;Transaction Documents. (xiil) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (m) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Purchased Shares and the Warrant Shares. (n) The Company shall have duly executed and delivered to such Buyer lock-up agreements, in a form acceptable to the holder (the “Lock-Up Agreement”), by and between the Company and each of the directors and officers of the Company (collectively, the “Stockholders”), and each of the Stockholders shall have duly executed and delivered to such Buyer such Lock-Up Agreements. (o) 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”). (p) From the date hereof to the Closing Date, (i) 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), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing (q) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xvr) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred Shares Debentures and the Warrants Closing Securities at the Initial Closing and the Second Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company and Parent with prior written notice thereof: (i) The Company and Parent shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents, (iiB) via DWAC, the Common Shares Debentures (allocated in such amounts denominations as such Buyer shall requesthave requested prior to the Closing) being purchased by such Buyer at the such Closing pursuant to this Agreement, Agreement and (iiiC) the Preferred Shares Closing Securities (allocated in such amounts denominations as such Buyer shall requesthave requested prior to the Closing Date) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G., PLLCXxxxxxxxxx Law Group, the Company’s and Parent’s outside counsel, dated as of the Closing Date, in substantially the form of Exhibit D attached hereto as Exhibit D;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 Transfer Agent;Parent’s transfer agent. (iv) The Company Parent shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company Parent and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of reasonably proximate to the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifybusiness, as of a date within ten (10) days of reasonably proximate to the Closing Date;. NYK 1088891-10.079338.0012 (vi) Parent shall have delivered to such Buyer a certificate evidencing Parent’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Parent conducts business, as of a date reasonably proximate to the Closing Date. (vii) The Company shall have delivered to such Buyer a certified copy of the Certificate Company’s Articles of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of Nevada reasonably proximate to the Closing Date;. (viiviii) 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(d3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation and (iii) the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;E. (viiix) Parent shall have delivered to such Buyer a certificate, executed by the Secretary of Parent and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by Parent’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) Parent’s Articles of Incorporation and (iii) Parent’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (xi) The representations and warranties of the Company and Parent shall be true and correct in all 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 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 At each of the Initial Closing Date and the Second Closing Date, such Buyer shall have received a certificate, executed certificates by the Chief Executive Officer Officers of the CompanyCompany and Parent, dated as of the such Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;F. (ixxii) The Company Parent shall have delivered to such Buyer a letter from the Transfer Agent Parent’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before of the Closing Date;. (xxiii) 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, Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market;. NYK 1088891-10.079338.0012 (xixiv) The Company and Parent shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xiixv) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company Parent shall have obtained and delivered to such Buyer searches of Uniform Commercial Code filings in the Prospectus jurisdictions of formation of Parent and its Subsidiaries, the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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 chief executive offices of Parent and its Subsidiaries and each jurisdiction where any Collateral (as defined in the Security Agreement; (xiv) Since is located or where a filing would need to be made in order to perfect the date Buyers’ security interest in the Collateral, copies of this Agreement, the financing statements on file in such jurisdictions and evidence that no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”);Liens exist other than Permitted Liens. (xvi) The Company Parent and its Subsidiaries shall have executed and delivered to such Buyer UCC financing statements for each Buyer a lock-up agreementappropriate jurisdiction as is necessary, in the form attached hereto as Exhibit GBuyers’ sole discretion, executed and delivered by each of to perfect the Persons listed on Schedule 7(xvi) (collectively, Buyers’ security interest in the “Lock-Up Agreements”);Collateral. (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware Company and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company Parent shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the 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, Documents and (ii) via DWAC, the Common Shares (allocated in such amounts as such Buyer shall request) ), being purchased by such Buyer at the Closing pursuant to this Agreement, and (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the related Warrants (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 Anthony L.G., PLLCXxxxx Xxxx LLP, the Company’s counsel, dated as of the Closing Date, in substantially the form of Exhibit C attached hereto as Exhibit D;hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit B attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate (or a fax or pdf copy of such certificate) evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) or a bring-down certificate from Corporation Service Company (or similar service company) of such jurisdiction, as of a date within ten (10) 10 days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate (or a fax or pdf copy of such certificate) evidencing the Company’s qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) or a bring-down certificate from Corporation Service Company (or similar service company) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) 10 days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;. (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(d3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation and (iii) the Company’s 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, 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. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before of the Closing Date;. (x) 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, Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market;. (xi) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;. (xiii) No litigationContemporaneously with the Closing, statute, rule, regulation, executive order, decree, ruling or injunction the Company 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 consummated the transactions contemplated by this the Securities Purchase Agreement dated as of the date hereof by and among the Company and Sanderling Venture Partners and Alafi Capital Company (or, in either case, one of their controlled affiliates) (the “Inside Investors’ Securities Purchase Agreement;”), which shall result in the Company receiving an aggregate of $10 million gross proceeds for all securities issuable pursuant to such agreement. (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Common Shares, the Preferred its Purchased Shares and the 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, (ii) via DWAC, Documents and the Common Shares (allocated in such amounts as Company shall have duly executed and delivered to such Buyer shall request(x) such aggregate number of Purchased Shares set forth on the signature page of such Buyer attached hereto as being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (allocated 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 Anthony L.G., PLLC, the Company’s U.S. counsel and the Company’s Cayman Islands counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D;acceptable to such Buyer. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, jurisdiction of formation as of a date within ten (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 a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date; (viif) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(d3(b) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation Association of the Company and (iii) the Memorandum of Association of the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;. (viiig) The representations Each and warranties every representation and warranty of the Company 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 shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F;acceptable to such Buyer. (ixh) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock Ordinary Shares outstanding as of a date within five (5) days before on the Closing Date;Date immediately prior to the Closing. (xi) 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 Closing Date, by the SEC or the Principal Market from trading on the Principal Market, Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (AI) in writing by the SEC or the Principal Market or (BII) by falling below the minimum listing maintenance requirements of the Principal Market;. (xij) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and Securities, including without limitation, those required by the Principal Market, if any. (k) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transactions Documents and all payments thereunder;Transaction Documents. (xiil) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (m) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Purchased Shares. (n) 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”). (o) From the date hereof to the Closing Date, (i) 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), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing (p) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder;. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xvq) The Company shall have provided to such Buyer the Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”); (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviii) The Company Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Common Shares, the 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) The Company shall have duly executed and delivered to such Buyer (iA) each of the Transaction Documents, (iiB) via DWACthe Notes (in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, and (C) the Common Shares Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G., PLLCBarack Xxxxxxxxxx Xxxxxxxxxx Xxxxxxx & Xxxxxxxxx LLP, the Company’s 's outside counsel, dated as of the Closing Date, in substantially the form of Exhibit G attached hereto as Exhibit D;and a letter stating that the Company is in good standing with its attorneys. (iii) The Company shall have delivered to such Buyer a true 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 Transfer Agent;Company's transfer agent. (iv) The Company shall have delivered to such Buyer a true copy of certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) 10 days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Nevada within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a true copy of certificate evidencing the Company’s 's qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualifybusiness, as of a date within ten (10) 10 days of the Closing Date; (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary Chief Executive Officer of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(d3(b) as adopted by the Company’s 's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate Articles of Incorporation and (iii) the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (other than representations and warranties that are already 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 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. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before of the Closing Date;. (x) 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 quotation on the Principal Market, Market nor shall suspension by the SEC or the Principal Market have been threatenedthreatened in writing, as of the Closing Date, by either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market;. (xi) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated by the Transactions Documents and all payments thereunder;Securities. (xii) The Registration Statement shall be effective and available for Prior to the issuance and sale of the Securities hereunder and Closing, the Company shall have delivered or caused to be delivered to each Buyer (A) true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries (other than Converting Sciences, Inc.) filed in the prior five years to perfect an interest in any assets thereof, together with copies of such Buyer financing statements, none of which, except as otherwise agreed in writing by the Prospectus Buyers, shall cover any of the Collateral (as defined in the Security Documents) and the Prospectus Supplement results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as required thereunder;otherwise agreed to in writing by the Buyers shall not show any such Liens (as defined in the Security Documents); and (B) a perfection opinion in form and substance satisfactory to the Buyers. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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; (xiv) Since the date of this Agreement, no event or series of events shall have occurred that reasonably could be expected to result in a Material Adverse Effect; (xv) The Company shall have provided to such the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s wire instructions, on certified public accountant as to its ability to provide all consents required in order to file a registration statement in connection with this transaction and that the Company’s letterhead and executed by the Company’s Chief Financial Officer (the “Wire Instructions”);Company is in good standing with its auditors. (xvi) The Company shall have delivered to each Buyer a lock-up agreement, in the form attached hereto as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; and (xviiixiv) 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 including but not limited to the Lock-Up Agreements with Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx and Chicago Investments, Inc. (the “Lock-up Agreements”) and the Joint Written Instructions as defined in the Escrow Agreement. (xv) As a condition to closing, on the Closing Date, the Company shall deliver or cause to be delivered to each Buyer written voting agreements duly executed by Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx and Chicago Investments, Inc. and such additional shareholders to vote all Common Stock over which such Persons have voting control as of the record date for the meeting of shareholders of the Company in favor of the Share Increase Authorization and the Reverse Stock Split, amounting to, in the aggregate, at least 50% of the issued and outstanding Common Stock as of such record date. (b) The obligation of each Buyer hereunder to purchase the Notes and the related Warrants at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's 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 executed and delivered to such Buyer (A) each of the Transaction Documents, (B) the Notes (in such principal amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement, and (C) the 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 Barack Xxxxxxxxxx Xxxxxxxxxx Xxxxxxx & Xxxxxxxxx LLP, the Company's outside counsel, dated as of the Second Closing Date, in substantially the form of Exhibit G attached hereto and a letter stating that the Company is in good standing with its attorneys. (iii) The Company shall have delivered to such Buyer a true copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a true copy of certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Second Closing Date. (v) The Company shall have delivered to such Buyer a certificate, executed by the Chief Executive Officer of the Company and dated as of the Second 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 Article of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit H . (vi) The representations and warranties of the Company shall be true and correct in all material respects (other than representations and warranties that are already qualified by materiality or Material Adverse Effect which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all 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 Second Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Second Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer. (vii) The Common Stock (I) shall be designated for quotation on the Principal Market and (II) shall not have been suspended, as of the Second Closing Date, by the SEC or the Principal Market from quotation on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened in writing, as of the Second Closing Date, by either the SEC or the Principal Market. (viii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (ix) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s certified public accountant as to its ability to provide all consents required in order to file a registration statement in connection with this transaction and that the Company is in good standing with its auditors. (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 including but not limited to the Lock-Up Agreements.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase the Common Shares, the its Preferred Shares and the 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, (ii) via DWAC, Documents and the Common Shares (allocated in such amounts as Company shall have duly executed and delivered to such Buyer shall requestsuch aggregate number of Preferred Shares set forth across from such Buyer’s name in column (3) of the Schedule of Buyers being purchased by such Buyer at the Closing pursuant to this Agreement, (iii) the Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (iv) the Warrants (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 Anthony L.G.Wexler, PLLCBurkhart, Xxxxxxxxxx & Xxxxx, LLP, the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D;reasonably acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form reasonably acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent;Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, Delaware as of a date within ten (10) days of the Closing Date;. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and a “short form” good standing certificate issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date;. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Delaware Secretary of State of the State of Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Closing Date;. (vii) The Company shall have delivered to such Buyer a certificate, in the form reasonably acceptable to such Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(d3(a) as adopted by the Company’s Board board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Company’s Certificate of Incorporation of the Company and (iii) the Bylaws of the Company’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E;. (viii) The representations Each and warranties every representation and warranty of the Company contained in the Transaction Documents shall be true and correct in all respects as of the date when made and in all material respects (without duplication of any materiality qualifier contained therein) 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 in all material respects (without duplication of any materiality qualifier contained therein) 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 DateDate that have not been waived by all Buyers. 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 F;reasonably acceptable to such Buyer. (ix) The Company shall have delivered to such Buyer a letter from the Transfer Agent Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days before on the Business Day immediately prior to the Closing Date;. (x) 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 MarketMarket nor, nor except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatenedthreatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (AI) in writing by the SEC or the Principal Market or (BII) by falling below the minimum listing maintenance requirements of the Principal Market;. (xi) The Company shall have obtained all governmental, regulatory or third-third party consents and approvals, if any, necessary for the sale of the Securities and the transactions contemplated Securities, including without limitation, those required by the Transactions Documents and all payments thereunder;Principal Market, if any. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder; (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority Governmental Entity of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreement;the Transaction Documents. (xivxiii) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could be expected to would have or result in a Material Adverse Effect;. (xvxiv) The Company shall have provided obtained approval of the Principal Market to such list or designate for quotation (as the case may be) the Conversion Shares. (xv) Such Buyer shall have received a letter on the letterhead of the Company’s wire instructions, on the Company’s letterhead and duly executed by the Chief Executive Officer of the Company’s Chief Financial Officer , setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Wire InstructionsFlow of Funds Letter”);. (xvi) 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 (xvii) The Registration Statement shall be effective and available for the issuance and sale of the Preferred Shares hereunder and the Company shall have delivered to each such Buyer a lock-up agreement, in the form attached hereto Prospectus and the Prospectus Supplement as Exhibit G, executed and delivered by each of the Persons listed on Schedule 7(xvi) (collectively, the “Lock-Up Agreements”); (xvii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended; andrequired thereunder. (xviii) 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.